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

Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member The Company (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction the Commonwealth of incorporation or organizationMassachusetts; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate and organizational power and authority to own, pledge, charge, 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 conducted, except where the failure to have such power do so would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter Articles of Organization and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableBy-laws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, tax Tax and other lawsLaws, is in compliance with all applicable provisions of law and regulationLaw, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, the Company has made available (including by filing publicly by XXXXX with the SEC) to the Investor a complete and correct copy of the Articles of Organization and the By-laws of the Company, each as amended to date and each of which as made available is in full force and effect.

Corporate Existence; Compliance with Law. Each Group Member of the Parent, each Applicant and each Restricted Subsidiary (a) is duly organized, validly existing or incorporated and and, except where the failure to be in good standing (could not reasonably be expected to have a Material Adverse Effect, in any case where such expression has legal significance) good standing, to the extent applicable, under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case standing, to the extent applicable, under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all Requirements of Law, including the Investment Company Act of 1940, as amended, except where the failure to have such power would be in compliance could not reasonably be expected to have a Material Adverse Effect; (d) subject provided, however, that where such compliance relates to specific representations regarding Environmental any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, each of the Parent, each Applicant and the Parent’s Subsidiaries are in compliance in all material respects; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and 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 obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)make could not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of Holdings, the Borrower and their respective Subsidiaries (a) is duly organizedorganized or formed, validly existing or incorporated and (to the extent applicable in the jurisdiction of organization of such Subsidiaries (other than the Borrower)) in good standing (in any case where such expression has legal significance) under the laws of its respective Credit Agreement Macquarie Infrastructure Company Inc. the jurisdiction of incorporation its organization, except, solely in the case of Subsidiaries of Holdings that are not Loan Parties, where the failure to be so organized, existing or organization; in good standing would not reasonably be expected, in the aggregate, to have a Material Adverse Effect (b) is duly qualified to conduct do business as a foreign entity and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected expected, in the aggregate, to have a Material Adverse Effect; , (c) has the all requisite corporate, limited liability company or other similar organizational power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted except conducted, except, solely in the case of Subsidiaries of Holdings that are not Loan Parties, where the failure to have such power and authority would not reasonably be expected expected, in the aggregate, to have a Material Adverse Effect; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Lawsbe in compliance would not reasonably be expected, in the aggregate, to have a Material Adverse Effect and (f) has all licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except for Permits 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 obtain or make would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)expected, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a1) is a corporation duly incorporated, organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b2) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of C$50,000 or the Equivalent Amount thereof in another currency and would not restrict the Credit Party from collecting (including bringing any legal action to collect) any of its Accounts; (c3) has the requisite corporate power and authority and the legal right to own, pledge, chargemortgage, mortgage hypothecate or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d4) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, where the failure to the extent required for have such licenses, permits or consents could, in any material respect, affect such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e5) is in compliance with its charter constating documents and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableby-laws; and (f6) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Parent Guarantor and each Originator (ai) is a corporation or limited liability company duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization as set forth on Schedule 4.01(a) attached hereto; (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (div) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except where the failure to obtain such licenses, permits, consents and or approvals the failure of which to obtain would is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableCharter Documents; and (fvi) 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 and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Co-Borrower (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those conduct and is in compliance with all such licenses, permits, consents and approvals or approvals, except where the failure of which to obtain would do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws certificate or partnership or operating agreement or memorandum and articles of association incorporation (or equivalent), as applicableequivalent governing document) and by-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationall rules, regulations and orders of any Governmental Authority, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Company (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws Laws of its respective jurisdiction of incorporation or organizationset forth in Schedule 3.09; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, charge, 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 conducted, except where the failure to have such power do so would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicablebylaws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, tax Tax and other lawsLaws, is in compliance with all applicable provisions of law and regulationLaw, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, each of the Companies has made available (including by filing publicly by EXXXX with the SEC) to the Investor a complete and correct copy of the certificates of incorporation and the bylaws of the Companies, each as amended to date and each of which as made available is in full force and effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization, and, in the case of the entities that are Credit Parties as of the Restatement Closing Date, their respective jurisdiction of incorporation or organization are as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals in each case except where the failure of which to obtain would do so, individually or in the aggregate, 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 or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, Communications Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has all Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications, in each case necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties (the Communications Licenses, Governmental Authorizations and federal and state applications and notifications necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties, the "Telecommunications Approvals"), except for those Telecommunications Approvals the absence of which, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect. As of the Restatement Closing Date, Disclosure Schedule (3.1) correctly lists (i) all such Communications Licenses and Governmental Authorizations; (ii) the geographical area to which each of such Communications Licenses and Governmental Authorizations relates; (iii) the Governmental Authority that issued each of such Communications Licenses and Governmental Authorizations; (iv) the expiration date, if any, of each of such Communications Licenses and Governmental Authorizations; and (v) if not issued in the name of a Credit Party, the name of the Person in whose name such Communications Licenses and Governmental Authorizations are nominally issued. All Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked, suspended, canceled or modified in any adverse way, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and are not subject to any conditions or requirements that are not generally imposed by the FCC, any PUC, any Franchising Authority or any other Governmental Authority upon the holders of such Telecommunications Approvals that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has filed all required reports, applications and statements of account with the FCC, the Copyright Office, any PUC and any Franchising Authority, as the case may be, and has paid all Franchise, license, regulatory, copyright royalty or other fees and charges which have become due pursuant to any Telecommunications Approvals, except for fees or charges the failure to pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), no Credit Party is in violation of, or in default of, in a manner that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, any applicable Communications Law or the provisions, terms and conditions of any Telecommunications Approval. There are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, letters of inquiry, notices of apparent liability, investigations, protests, petitions or other written objections against any Credit Party at the FCC or the PUC or Franchising Authority of any jurisdiction in which any Credit Party operates, except for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Loan Party and each of its Subsidiaries (a) is duly incorporated, formed or organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of its incorporation or organization; (b) is duly qualified to conduct do business as a foreign entity and is in good standing (in any case under the laws of each NY 72168370v12 jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would could not reasonably be expected to in the aggregate have a Material Adverse Effect; (c) has the all requisite Business Entity power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted; (d) is in compliance with its Constituent Documents and the Orders and all other orders of the Bankruptcy Court; (e) is in compliance with all applicable Requirements of Law, except where the failure to have such power would be in compliance could not reasonably be expected to in the aggregate have a Material Adverse Effect; and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and consents, approvals or filings which can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually obtain or make could not in the aggregate, would not reasonably be expected to aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Company and each of CCC Information Services Inc. and DriveLogic, Inc. (ai) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction the State of incorporation or organizationDelaware; (bii) is duly qualified to conduct business as a foreign corporation and is in good standing (in any case where such expression has legal significance) in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, ; except where the for jurisdictions in which such failure to so qualify or to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now being conducted or proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectin all material respects; (div) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those ; except where the failure to obtain such licenses, permits, consents and approvals or approvals, the failure of which to obtain make such filings or the failure to give such notices would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter Certificate of Incorporation and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableBy-laws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law or regulations applicable to, and regulationany order or decree of any court or governmental instrumentality binding on, it, except where the failure to comply, individually or in the aggregate, for such non-compliance which would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the Company and its Subsidiaries (a) is a corporation duly organized, organized and validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or organization; its incorporation, (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite full corporate power and authority to ownand possesses all governmental franchises, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents authorizations and approvals necessary to enable it to use its corporate name and to own, lease or approvals from or by, otherwise hold its properties and has made all material filings with, assets and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, carry on its business as presently conducted other than those such franchises, licenses, permits, consents authorizations and approvals the failure lack of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complywhich, individually or in the aggregate, would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a 54 49 whole, and (d) except as disclosed in the Environmental Reports, is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits and regulations of any governmental authority or instrumentality, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole. Except as disclosed in the Environmental Reports, none of the Company or any of its Subsidiaries has received any written communication from a Governmental Authority that alleges that the Company or any of its Subsidiaries is not in compliance, in all material respects, with all material federal, state, local or foreign laws, ordinances, rules and regulations.

Corporate Existence; Compliance with Law. Each Group Member of the Company and its Subsidiaries (a) is a corporation duly organized, organized and validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or organization; its incorporation, (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite full corporate power and authority to ownand possesses all governmental franchises, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents authorizations and approvals necessary to enable it to use its corporate name and to own, lease or approvals from or by, otherwise hold its properties and has made all material filings with, assets and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, carry on its business as presently conducted other than those such franchises, licenses, permits, consents authorizations and approvals the failure lack of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complywhich, individually or in the aggregate, would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, and (d) except as disclosed in the Environmental Reports, is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits and regulations of any governmental authority or instrumentality, 52 EXECUTION COPY domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole. Except as disclosed in the Environmental Reports, none of the Company or any of its Subsidiaries has received any written communication from a Governmental Authority that alleges that the Company or any of its Subsidiaries is not in compliance, in all material respects, with all material federal, state, local or foreign laws, ordinances, rules and regulations.

Corporate Existence; Compliance with Law. Each Group Member of the Borrower and its Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and 57 Credit Agreement FMC Corporation to conduct its business as now conducted or currently proposed to be conducted conducted, (d) with respect to the Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have such power be in compliance would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and consents, approvals or filings that can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complyobtain or make would not, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party and each ---------------------------------------- of its Subsidiaries (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of (i) $100,000 for any Credit Party or (ii) $500,000 for all Credit Parties in the aggregate; (c) has the requisite corporate power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law (including, but not limited to, with respect to all Real Estate, any applicable federal, state or local codes, ordinances, laws, rules and regulationregulations, including building codes, safety and fire codes, and zoning and land use laws, disabled access requirements, and seismic safety laws) except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the U.S. Borrower and its Material Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significanceconcept is legally relevant) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case where such expression has legal significanceconcept is legally relevant) in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) with respect to the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have such power be in compliance would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and 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 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 77 failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Loan Party and each of its Subsidiaries (a) is a corporation, partnership, limited partnership, or limited liability company duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationformation (with respect to a Foreign Subsidiary, this representation and warranty shall be made using the equivalent concepts, if any, under its jurisdiction of incorporation, organization or formation, as applicable); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse EffectEffect (with respect to a Foreign Subsidiary, this representation and warranty shall be made using the equivalent concepts, if any, under any jurisdiction outside the United States of America); (c) has the requisite corporate, partnership or company power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has (and is not in default under any of the following) all material licenses, permits, certifications, 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 not in default under any license, permit, certification or approval requirement of any supplier or other than those licensesPerson (not including any Governmental Authority), permits, consents and approvals the failure of which to obtain would not default could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; (ef) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association Organization Document; (or equivalent), as applicable; and (fg) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in material compliance with all applicable provisions Requirements of law Law; and regulation(h) is in compliance in all material respects with all injunctions, except where decrees and orders of Governmental Authorities applicable to it. The Dividend Recapitalization and the failure to complyother Related Transactions have been or will be consummated in accordance with, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectall applicable laws.

Corporate Existence; Compliance with Law. Each Group Member Corporate Credit Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of its incorporation or organization; formation, (bii) is duly qualified to conduct do business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted conducted, and (ii) all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Corporate Credit Party which are necessary or appropriate for the conduct of its business, except where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, franchises, rights, powers, consents or approvals from and by such Persons or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the U.S. Borrower and its Material Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significanceconcept is legally relevant) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case where such expression has legal significanceconcept is legally relevant) in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) with respect to the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable TERM LOAN AGREEMENT FMC CORPORATION Requirements of Law except where the failure to have such power be in compliance would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and consents, approvals or filings that can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complyobtain or make would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Guarantor (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization; (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite corporate, limited liability company or partnership power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted conducted, except where the failure to have such power would power, authority and right could not reasonably be expected to have a Material Adverse Effect; (div) subject to specific representations regarding Environmental LawsLaws made in the Loan Agreement, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except where the failure to so obtain such licenses, permits, consents or approvals or to make such filings or to give such notices could not result in material liabilities and approvals the failure of which to obtain would could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws by-laws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other lawslaws made in the Loan Agreement, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member (a) Each Credit Party (i) is a corporation, limited liability company or limited partnership (or, in the case of Sotheby’s U.K., an unlimited liability company) duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; and (div) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable. (b) Each Sotheby Entity (i) subject to specific representations regarding Environmental Laws, has and will maintain in full force and effect all licensesmaterial licenses (including, for the avoidance of doubt, a license under the Consumer Credit Xxx 0000 of the United Kingdom and the Consumer Credit Xxx 0000 of the United Kingdom (collectively, as each may be amended, extended or re-enacted from time to time, the “CCA”)), permits, consents consents, permissions, registrations, or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for required, to enable such ownershipSotheby Entity to carry on its business as currently conducted by it, operation to own its property and conductother assets, other than those licenses, permits, consents to extend Art Loans and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicabletake security therefor; and (fii) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, rule, regulation or guidance, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Borrower and each of its Subsidiaries (a) other than the Dissolved Entities, is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) other than the Dissolved Entities, is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) upon the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court (but only with respect to Borrower and the Domestic Subsidiary Guarantors), has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership declaration and agreement or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; 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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Borrower hereby represents and warrants that the Dissolved Entities have been administratively dissolved due to the failure to file annual reports required by the laws of their respective jurisdictions of organization, but for no other reason. Borrower agrees to comply with its obligations set forth in Section 5.11 on or before the date set forth therein with respect to such Dissolved Entities.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company, limited partnership or other entity duly organized, formed or incorporated, as applicable, validly existing or incorporated and is in good standing (to the extent such concept is applicable in any case where such expression has legal significancethe relevant jurisdiction) under the laws of its respective jurisdiction of incorporation or organization; (b) is duly qualified to conduct business and is in good standing (to the extent such concept is applicable in any case where such expression has legal significancethe relevant jurisdiction) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority authority, and the legal right, to own, pledge, charge, mortgage or otherwise encumber 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 conducted or now, heretofore and proposed to be conducted except where and has the failure requisite power and authority and the legal right to have such power would not reasonably be expected to have a Material Adverse Effectpledge, mortgage, hypothecate or otherwise encumber all material Collateral; (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 jurisdictionjurisdiction over such Credit Party, to the extent required for such ownership, operation and conductconduct or other organizational documents, other than those licensesexcept where any such failure to have such license, permitspermit, consents and approvals the failure of which to obtain consent or approval, make such filing or give such notice would not reasonably be expected to have a Material Adverse Effect; and (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance material respects with all applicable provisions of law and regulation, except where the failure to comply, individually or be in the aggregate, compliance would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $500,000; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, or partnership declaration and agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Company (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws Laws of its respective jurisdiction of incorporation or organizationset forth in Schedule 3.09; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, charge, 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 conducted, except where the failure to have such power do so would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicablebylaws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, tax Tax and other lawsLaws, is in compliance with all applicable provisions of law and regulationLaw, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, each of the Companies has made available (including by filing publicly by XXXXX with the SEC) to the Investor a complete and correct copy of the certificates of incorporation and the bylaws of the Companies, each as amended to date and each of which as made available is in full force and effect.

Corporate Existence; Compliance with Law. Each Group Member of Borrower and Servicer (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have losses, damages or liabilities in excess of $50,000 with respect to Borrower or would not result in a Material Adverse EffectEffect with respect to Servicer; (c) has the requisite corporate power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not reasonably be expected result in exposure to have losses, damages or liabilities in excess of $50,000 with respect to Borrower or would not result in a Material Adverse EffectEffect with respect to Servicer; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicablebylaws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Credit Collection Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for such licenses, permits, consents and consents, approvals or filings that can be obtained or made by the taking ministerial action to secure the grant or transfer thereof or the failure of which to obtain would or make 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 or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the U.S. Borrower and its Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) with respect to the U.S. Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have such power be in compliance would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and consents, approvals or filings that can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complyobtain or make would not, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Borrower (ai) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction the state of incorporation or organizationtheir creation; (bii) is if organized in corporate form (x) are duly qualified to conduct business as foreign corporations and is in good standing (in any case where such expression has legal significance) in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; , (cy) has have the requisite corporate power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its their properties, to lease the property it operates they operate under lease lease, and to conduct its their business as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted, (z) are in compliance with their certificate or articles of incorporation and by-laws, (z) are in compliance with their certificate or articles of incorporation and by-laws ; (diii) subject if organized as a limited liability company, (x) have the requisite corporate power and authority and the legal right to specific representations regarding Environmental Lawsown, has pledge, mortgage or otherwise encumber and operate their properties, to lease the property they operate under lease, and to conduct their business as now, heretofore and proposed to be conducted, (z) are in compliance with their certificate or articles of incorporation and operating agreements; (iv) have all licenses, permits, consents or approvals from or by, and has have made all material filings with, and has have given all notices to, all Governmental Authorities governmental authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is are in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, comply would not reasonably be expected to have a Material Materially Adverse EffectEffect on the business, operations, prospects, assets or financial or other condition of Borrowers, and each Borrower's ability to pay the obligations in accordance with the terms thereof.

Corporate Existence; Compliance with Law. Each Group Member (a) Each Credit Party (i) is a corporation, limited liability company or limited partnership (or, in the case of Sotheby's U.K., an unlimited liability company) duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; and (div) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable. (b) Each Sotheby Entity (i) 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 notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (fii) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain would have obtained any such license, permit, consent or approval or give any such notice individually or in the aggregate, could not reasonably be expected to have cause a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other lawslaws (it being understood that no representation or warranty is intended to be given herein with respect to laws covered by such specific representations), is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of Holdings, the Borrower and their respective Subsidiaries (a) is duly organizedorganized or formed, validly existing or incorporated and (to the extent applicable in the jurisdiction of organization of such Subsidiaries (other than the Borrower)) in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation its organization, except, solely in the case of Subsidiaries of Holdings that are not Loan Parties, where the failure to be so organized, existing or organization; in good standing would not reasonably be expected, in the aggregate, to have a Material Adverse Effect (b) is duly qualified to conduct do business as a foreign entity and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected expected, in the aggregate, to have a Material Adverse Effect; , (c) has the all requisite corporate, limited liability company or other similar organizational power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted except conducted, except, solely in the case of Subsidiaries of Holdings that are not Loan Parties, where the failure to have such power and authority would not reasonably be expected expected, in the aggregate, to have a Material Adverse Effect; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Lawsbe in compliance would not reasonably be expected, in the aggregate, to have a Material Adverse Effect, and (f) has all licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except for Permits 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 obtain or make would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)expected, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in DISCLOSURE SCHEDULE 3.1; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Corporate Credit Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of its incorporation or organization; , (bii) is duly qualified to conduct do business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted conducted, and (ii) all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Corporate Credit Party that are necessary or appropriate for the conduct of its business, except where to the extent the failure to have obtain such power would not license, permit, franchise, right, power, consent or approval could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws. Notwithstanding any other representation or warranty providing a lesser or greater standard, has all licenses, permits, consents there is no provision of any Corporate Credit Party's articles or approvals from certificate of incorporation or other creating instrument or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership -laws or operating agreement limiting or memorandum and articles of association (or equivalent), contravening the Resolutions attached as applicable; and (f) subject Attachment 5 to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectsuch Credit Party's Secretarial Certificate.

Corporate Existence; Compliance with Law. Each Group Member (a) Except as set forth on Schedule 3.1(a), each Loan Party and each of its Restricted Subsidiaries (i) is duly and solely organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or its organization; , (bii) is duly qualified to conduct do business as a foreign entity and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (ciii) has the all requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its propertiesproperty, to lease the or sublease any property it operates under lease a Lease or sublease, as applicable, and to conduct its business as now conducted or currently proposed to be conducted conducted, except where the failure to have such power do so would not reasonably be expected to have a Material Adverse Effect; , (div) subject to specific representations regarding Environmental is in compliance with all applicable Requirements of Law and Healthcare Laws, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and (v) has all licenses, permits, consents or approvals necessary Permits and Primary Licenses from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, other than those licensessublease, permitsoperation, consents and approvals occupation or conduct of business, except where the failure of which to obtain such Permits and Primary Licenses, make such filings or give such notices, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 3.1(b), each Healthcare Facility (i) is being operated as an assisted living, skilled nursing or independent living facility, as set forth on Schedule 3.1(b), (ii) is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and (iii) is in compliance with all applicable Requirements of Law and Healthcare Laws (giving effect to any waivers thereof currently in place), including all Primary Licenses, except, in each case, where the failure to be in conformance or compliance would not reasonably be expected to have a Material Adverse Effect; (e) . Notwithstanding the foregoing, each Healthcare Facility has a provider agreement that is in compliance with its charter full force and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationeffect under Medicare and/or Medicaid, except where the failure to comply, individually do so would be limited to one or more Healthcare Facilities accounting in the aggregateaggregate for less than 5% of Consolidated EBITDAR of the Genesis Borrower. There is no threatened in writing, would existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Third-Party Payor Program, to which any Loan Party or any Restricted Subsidiary may presently be subject, except as could not reasonably be expected to have a Material Adverse Effect. (c) Except as set forth on Schedule 3.1(c), all Primary Licenses necessary for using and operating the Healthcare Facilities for the uses described in clause (b), above, are either held by the Loan Parties or the Subsidiaries, or in the name of the applicable Loan Party or Subsidiary, as required under applicable Requirements of Law, and are in full force and effect, unless failure to have same could not reasonably be expected to have a Material Adverse Effect. (d) To the Loan Parties’ knowledge, with respect to any Healthcare Facility, there are no proceedings by any Governmental Authority or notices thereof that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on the Loan Parties’ or the Subsidiaries’ ability to accept and/or retain patients or residents or operate such Healthcare Facility for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to the Loan Parties’ or the Subsidiaries’ ability to accept and/or retain patients or residents or operate such Healthcare Facility, reimbursement for which is provided under Medicare or Medicaid, except to the extent that the same could not be reasonably likely to have an adverse impact on one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Permits or Primary Licenses, other than a transfer of such Permit or Primary License to a new location or to any Loan Party if such Permit or Primary License is not already held by such Loan Party, except to the extent same would not be reasonably likely to have a Material Adverse Effect, or (iii) to affect any Loan Party’s or Subsidiary’s continued participation in the applicable Third-Party Payor Programs, or any successor programs thereto, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to any Loan Party’s or Subsidiary’s continued participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower. (e) With respect to any Healthcare Facility, except as set forth on Schedule 3.1(e), no Healthcare Facility currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Healthcare Facility, any Loan Party, any Subsidiary or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority, and there have been no violations threatened in writing against any Healthcare Facility’s, or any Loan Party’s or any Subsidiary’s certification for participation in applicable Third-Party Payor Programs that remain open or unanswered except to the extent same could not reasonably be expected to have a Material Adverse Effect and, with respect to any Healthcare Facility’s or any Loan Party’s certificate for participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower. (f) With respect to any Healthcare Facility, (i) there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Healthcare Facility and (ii) to the Loan Parties’ knowledge, there are no years that are subject to an open audit in respect of any Third-Party Payor Program, other than customary audit rights pursuant to an Approved Insurer’s program, which, in the case of clauses (i) and (ii), could reasonably be expected to have a Material Adverse Effect and, with respect to any such open audit in respect of Medicare or Medicaid (other than customary audit rights pursuant to Medicare or Medicaid), could reasonably be expected to adversely affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower. No Loan Party nor any Subsidiary (i) has received federal funds authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended or (ii) is a participant in any federal or state program whereby any governmental agency may have the right to recover funds by reason of the advance of federal or state funds.

Corporate Existence; Compliance with Law. Each Group Member of the U.S. Borrower and its Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) with respect to the U.S. Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have such power be in compliance would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and 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 obtain or make would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $50,000; (c) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to the specific representations set forth herein 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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, ERISA and Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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 notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and charter; (f) is in compliance in with its bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable, except for any such failures individually or in the aggregate that are not material in nature and would not be materially adverse to Agent or Lenders or impair the execution, delivery or performance by such Credit Party of any of its obligations hereunder and under any Related Transaction Documents; and (fg) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the Borrowers and their Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or its organization; , except to the extent that the failure of the Subsidiaries (other 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 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 power, authority and legal right could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to conduct business as a foreign corporation and is in good standing (in any case where such expression has legal significance) in under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property Property or the conduct of its business requires such qualification, except where to the extent failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , and (cd) has is in compliance with all Requirements of Law, including, without limitation, with respect to environmental laws, except to the requisite power and authority to own, pledge, charge, 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 where extent that the failure to have such power would not comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) subject . The Guaranty by Fund American pursuant to specific representations regarding Environmental Laws, has Section 2.21 hereof of the outstanding principal amount of any Loans that have been advanced to White Mountains plus all licenses, permits, consents or approvals from or by, and has made Reimbursement Obligations of White Mountains in respect of Letters of Credit that have been issued for the account of White Mountains plus all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to accrued interest payable thereon by White Mountains hereunder is not prohibited by Section 4 of the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure Certificate of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectDesignation.

Corporate Existence; Compliance with Law. Each Group Member Borrower, BTITC and each Subsidiary of Borrower: (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of its incorporation or organization; (b) and is duly qualified to conduct do business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect, and Borrower shall give Agent prompt notice of any additional jurisdictions in which Borrower, BTITC, or any Subsidiary of Borrower becomes qualified to do business after the Closing Date; (cb) has the requisite corporate power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted except where conducted; (c) has all material licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all federal and state authorities having jurisdiction, to the failure to have extent required for such power would not reasonably be expected to have a Material Adverse Effectownership, operation and conduct; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities local and municipal authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except where the failure to obtain such licenses, permits, consents and approvals the failure of which to obtain or approvals, make such filings or give such notices would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws certificate or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableincorporation and by-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually comply would have or result in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of Holdings and its Subsidiaries other than the Designated Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; Effect in the aggregate over all such failures, (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have be in compliance would not, in the aggregate over all such power would not reasonably be expected to failures, have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and 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 obtain or make would not reasonably be expected to not, in the aggregate over all such failures, have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.. 56

Corporate Existence; Compliance with Law. Each Group Member Borrower, and each such Borrower's Subsidiaries, (a) except to the extent otherwise permitted by this Agreement or the other Loan Documents, is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to do so, in the aggregate, could not be so qualified or in good standing would not reasonably be expected to have result in a Material Adverse Effect; (c) upon the entry of the Order by the Bankruptcy Court (but only with respect to Borrowers) has the requisite corporate, limited liability company or limited partnership, as applicable, power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licensesexcept where failure to do so, permitsin the aggregate, consents and approvals the failure of which to obtain would could not be reasonably be expected to have result in a Material Adverse Effect; (e) is in compliance (other than immaterial non-compliance) with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law (including, without limitation, PUHCA and regulationthe Federal Power Act (and any applicable state statutes which are similar in nature) and the rules and regulations thereunder), except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party and each of their Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member (a) Each Credit Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significanceor the foreign equivalent thereof, if any) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significanceor the foreign equivalent thereof, if any) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (div) 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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISAERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; and (vii) without limiting any other provision of this Section 3.1, has received all approvals required by applicable regulations of the FDA (and the equivalent Governmental Authority of each country in which any Credit Party operates, conducts business or distributes products), and each such approval is and remains in full force and effect, except where the failure to have received or maintained such approvals could not reasonably be expected to have a Material Adverse Effect. (b) Without limiting the generality of Section 3.1 or any other representation or warranty made herein, each Credit Party and each of the facilities operated by such Credit Party and, to such Credit Party’s knowledge, each of such Credit Party’s licensed employees and contractors (other than contracted agencies), if any, in the exercise of their respective duties on behalf of such Credit Party or any such facilities, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any federal, state or local governmental authority with respect to regulatory matters primarily relating to patient healthcare and/or patient healthcare information, including without limitation the HIPAA (collectively, “Healthcare Laws”), except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Each Credit Party has maintained in all material respects all records required to be maintained by any governmental agency or authority or otherwise under the Healthcare Laws and, to the knowledge of such Credit Party, there are no presently existing circumstances which could reasonably be expected to result in material violations of the Healthcare Laws. Each Credit Party and its Affiliates and, to the knowledge of such Credit Party, the owners of the facilities and other businesses managed by such Credit Party or its Affiliates, if any, have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such Healthcare Laws), except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (c) None of the Credit Parties is a “covered entity” within the meaning of HIPAA and none of the Credit Parties and/or its business and operations are subject to or covered by the so-called “Administrative Simplification” provisions of HIPAA.

Corporate Existence; Compliance with Law. Each Group Member Such Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (if it is a Domestic Credit Party or, if it is a Foreign Credit Party, it is in any case where such expression has legal significancegood standing only to the extent applicable) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental LawsLaws contained in the Environmental 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, other than those licenses, permits, consents and approvals the failure of which to obtain would except as 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 or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member The Parent and each of the Parent’s Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or organization; its organization (to the extent such jurisdiction provides for the designation of entities organized thereunder as existing in good standing), except, in the case of such Persons that are not Loan Parties, where the failure to be so could not, in the aggregate, be reasonably expected to have a Material Adverse Effect, (b) is duly qualified to conduct do business as a foreign entity and is in good standing (in any case if applicable) under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not could not, in the aggregate, be reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted except conducted, except, in the case of such Persons that are not Loan Parties, where the failure to have such power would not could not, in the aggregate, be reasonably be expected to have a Material Adverse Effect; , (d) subject is in compliance with all applicable Requirements of Law (including the Anti-Terrorism Order and the Patriot Act), except where the failure to specific representations regarding Environmental Lawsbe in compliance could not, in the aggregate, be reasonably expected to have a Material Adverse Effect, and (e) has all licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except for Permits or filings that can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complyso obtain or make could not, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significanceto the extent applicable) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significanceto the extent applicable) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber 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 conducted or proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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 notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would except as 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 or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax Anti-Terrorism Laws, the Xxxxxxxx-Xxxxx Act, Tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Borrower (a) is a ---------------------------------------- corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule ------------------- (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in ----- each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $500,000; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its articles of incorporation, charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.. The exact name, as of the Closing Date, of each Borrower, as each such name is set forth in official filings in the respective jurisdiction of their incorporation or organization is set forth on Disclosure Schedule (3.1). -------------------------

Corporate Existence; Compliance with Law. Each Group Member The Parent and each ---------------------------------------- Originator (ai) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization; (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (div) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except where the failure to obtain such licenses, permits, consents and or approvals the failure of which to obtain would is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter constituent and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; organizational documents and (fvi) 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 and regulationlaw, except (in the case of each of clauses (ii) through (vi)) where the failure to ------------ ---- comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization, and their respective jurisdiction of incorporation or organization are as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals in each case except where the failure of which to obtain would do so, individually or in the aggregate, 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 or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, Communications Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has all Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications, in each case necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties (the Communications Licenses, Governmental Authorizations and federal and state applications and notifications necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties, the "Telecommunications Approvals"), except for those Telecommunications Approvals the absence of which, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect. As of the Second Restatement Closing Date, Disclosure Schedule (3.1) correctly lists (i) all such Communications Licenses and Governmental Authorizations; (ii) the geographical area to which each of such Communications Licenses and Governmental Authorizations relates; (iii) the Governmental Authority that issued each of such Communications Licenses and Governmental Authorizations; (iv) the expiration date, if any, of each of such Communications Licenses and Governmental Authorizations; and (v) if not issued in the name of a Credit Party, the name of the Person in whose name such Communications Licenses and Governmental Authorizations are nominally issued. As of the Second Restatement Closing Date, all Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked, suspended, canceled or modified in any adverse way, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and are not subject to any conditions or requirements that are not generally imposed by the FCC, any PUC, any Franchising Authority or any other Governmental Authority upon the holders of such Telecommunications Approvals that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has filed all required reports, applications and statements of account with the FCC, the Copyright Office, any PUC and any Franchising Authority, as the case may be, and has paid all Franchise, license, regulatory, copyright royalty or other fees and charges which have become due pursuant to any Telecommunications Approvals, except for fees or charges the failure to pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), no Credit Party is in violation of, or in default of, in a manner that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, any applicable Communications Law or the provisions, terms and conditions of any Telecommunications Approval. There are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, letters of inquiry, notices of apparent liability, investigations, protests, petitions or other written objections against any Credit Party at the FCC or the PUC or Franchising Authority of any jurisdiction in which any Credit Party operates, except for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Transaction Party (ai) is a corporation or limited liability company duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significanceor equivalent status) under the laws of its respective jurisdiction of incorporation or organization; (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significanceor equivalent status) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would qualify could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (div) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure to do any of which to obtain would the foregoing could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation or certificate of formation and bylaws or partnership or by-laws, operating agreement or memorandum and articles of association (or equivalent)limited liability agreement, as applicable; and (fvi) 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 and regulationlaw, except where the failure to so comply, individually or in the aggregate, would could not reasonably be expected to have result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company, general partnership or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which, alone or in good standing would not the aggregate, could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance in all material respects with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, FCC, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually alone or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) ---------------------------------------- is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify, individually or in good standing would the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licensesexcept where such failures, permitsindividually or in the aggregate, consents and approvals the failure of which to obtain would 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 or memorandum and articles of association (or equivalent), as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) subject to the entry by the Bankruptcy Court of the Orders, has the requisite power and authority to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party: (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization; organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; ; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; conducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; ; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; (g) [INTENTIONALLY OMITTED]. (h) [INTENTIONALLY OMITTED]. 18 Junior Credit Agreement (Omni)

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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 the ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure conduct of which to obtain would not reasonably be expected to have a Material Adverse Effectits business; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, healthcare, tax and other laws, is in compliance with the requirements of all applicable provisions laws, rules, regulations and orders of law any Governmental Authority (including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulationthe Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56), except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member The Borrower (ai) is a limited liability company duly organizedformed, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (bii) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified comply, individually or in good standing the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (div) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings (other than, until the Closing Date, filings of financing statements with respect to the Receivables or SEC filings required of the Parent with respect to the transactions contemplated by the Transaction Documents) with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicablelimited liability company agreement; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing or incorporated and and, except where the failure to be in good standing (could not reasonably be expected to have a Material Adverse Effect, in any case where such expression has legal significance) good standing under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all Requirements of Law except where the failure to have such power would be in compliance could not reasonably be expected to have a Material Adverse Effect; (d) subject provided, however, that where such compliance relates to specific representations regarding Environmental any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, each of the Borrower and its Subsidiaries is in compliance in all material respects; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and 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 obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)make could not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party: (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization; organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; ; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; conducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; ; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. (g) [INTENTIONALLY OMITTED]. (h) [INTENTIONALLY OMITTED].

Corporate Existence; Compliance with Law. Each Group Member Company (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws Laws of its respective jurisdiction of incorporation or organizationset forth in Schedule 3.08; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals except where the failure of which to obtain do so would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicablebylaws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, tax Tax and other lawsLaws, is in compliance with all applicable provisions of law and regulationLaw, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, each of the Companies has made available (including by filing publicly by XXXXX with the SEC) to the Investor a complete and correct copy of the certificates of incorporation and the bylaws of the Companies, each as amended to date and each of which as made available is in full force and effect.

Corporate Existence; Compliance with Law. Each Group Member of the Company and its Subsidiaries (a) is a corporation duly organized, organized and validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective the jurisdiction of incorporation or organization; its incorporation, (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite full corporate power and authority to ownand possesses all governmental franchises, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents authorizations and approvals necessary to enable it to use its corporate name and to own, lease or approvals from or by, otherwise hold its properties and has made all material filings with, assets and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, carry on its business as presently conducted other than those such franchises, licenses, permits, consents authorizations and approvals the failure lack of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complywhich, individually or in the aggregate, would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify would not have a material 51 46 adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, and (d) except as disclosed in the Environmental Reports, is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits and regulations of any governmental authority or instrumentality, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole. Except as disclosed in the Environmental Reports, none of the Company or any of its Subsidiaries has received any written communication from a Governmental Authority that alleges that the Company or any of its Subsidiaries is not in compliance, in all material respects, with all material federal, state, local or foreign laws, ordinances, rules and regulations.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or partnership that is (except as noted on Schedule (3.1)) duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, charge, 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 where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licensesmaterial 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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance in all material respects with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Borrower (a) is a corporation or limited liability company duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in the Disclosure Document; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate or limited liability company power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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, other than those licenses, permits, consents and approvals where the failure of which to obtain do so would not be reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) to the best of each Borrower’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 would not be reasonably expected to have a Material Adverse Effect; and (g) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000; (c) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except where the failure to have such licenses, permits, consents and approvals or approvals, make such filings or give such notices, individually or in the failure of which to obtain would aggregate, 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 or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member The Company and each of its Material Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significanceconcept is legally relevant) under the laws of its respective the jurisdiction of incorporation or its organization; , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case where such expression has legal significanceconcept is legally relevant) in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) with respect to the Company and any Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have such power be in compliance would not not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and consents, approvals or filings that can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complyobtain or make would not, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of Borrower and GCRC (a) is a corporation, duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationset forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000.00; and (c) has the requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property properties it operates under a lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; conducted. Each of Borrower, GCRC and each Real Property Asset (da) 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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (eb) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association bylaws; (or equivalent), as applicable; and (fc) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law law; and regulation(d) is in compliance with any building permits, (including, without limitation, any certificate of occupancy and any restrictions of record) affecting a Select Real Property Asset or Category A Property, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization, and, in the case of the entities that are Credit Parties as of the Closing Date, their respective jurisdiction of incorporation or organization are as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals in each case except where the failure of which to obtain would do so, individually or in the aggregate, 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 or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, FCC, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Each Credit Party has all Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications (together with the Communications Licenses and Governmental Authorizations, the “Telecommunications Approvals”) necessary for the operation of their respective currently conducted Telecommunications Businesses in the United States, except for those Telecommunications Approvals the absence of which, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect. As of the Closing Date, Disclosure Schedule (3.1) correctly lists (i) all such Telecommunications Approvals; (ii) the geographical area to which each such Telecommunications Approval relates; (iii) the Governmental Authority that issued each such Telecommunications Approval; (iv) the expiration date, if any, of each such Telecommunications Approval; and (v) if not issued in the name of a Credit Party, the name of the Person in whose name such Telecommunications Approval is nominally issued. All Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked, suspended, canceled or modified in any adverse way, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and are not subject to any conditions or requirements that are not generally imposed by the FCC, any PUC, any Franchising Authority or any other Governmental Authority upon the holders of such Telecommunications Approvals that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Credit Party has paid all Franchise, license, regulatory or other fees and charges which have become due pursuant to any Telecommunications Approvals, except for fees or charges the failure to pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Credit Party is in violation of, or in default of, in a manner that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, any applicable telecommunications statute of the United States or any state in which it operates, or any applicable rule, regulation or requirement of the FCC, any PUC, any Franchising Authority, any other Governmental Authority or any Telecommunications Approval. There are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, letters of inquiry, notices of apparent liability, investigations, protests, petitions or other written objections against any Credit Party at the FCC or the PUC or Franchising Authority of any jurisdiction in which any Credit Party operates, except for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $50,000 and DISCLOSURE SCHEDULE (3.1) sets forth all such jurisdictions as of the Closing Date; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (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, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationorganization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except where the failure to have such licenses, permits, consents and approvals or approvals, make such filings or give such notices, individually or in the failure of which to obtain would aggregate, 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 or memorandum and articles of association (or equivalent)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 applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the Company and its Subsidiaries (other than Immaterial Subsidiaries) (a) is a corporation duly organized, organized and validly existing under the laws of the jurisdiction of its incorporation, (b) has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to use its corporate name and to own, lease or incorporated otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization; (b) is duly qualified to conduct do business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or in which the conduct nature of its business requires or the ownership, leasing or holding of its properties makes such qualificationqualification necessary, except such jurisdictions where the failure so to qualify would not have a material adverse effect on the business operations, property or financial condition of the Company and its Subsidiaries, taken as a whole, and (d) except as disclosed in Schedule 6.17, is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits and regulations of any governmental authority or instrumentality, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where the failure to be so qualified or in good standing noncompliance would not reasonably be expected to have a Material Adverse Effect; material adverse effect on the business, assets, condition (cfinancial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written communication from a Governmental Authority that alleges that the requisite power Company or any of its Subsidiaries is not in compliance with federal, state, local or foreign laws, ordinances, rules and authority to own, pledge, charge, 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 regulations except where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complynoncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization, and their respective jurisdiction of incorporation or organization are as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those licenses, permits, consents and approvals in each case except where the failure of which to obtain would do so, individually or in the aggregate, 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 or memorandum and articles of association (or equivalent)agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, Communications Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has all Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications, in each case necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties (the Communications Licenses, Governmental Authorizations and federal and state applications and notifications necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties, the “Telecommunications Approvals”), except for those Telecommunications Approvals the absence of which, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect. As of the Closing Date, Disclosure Schedule (3.1) correctly lists (i) all such Communications Licenses and Governmental Authorizations; (ii) the geographical area to which each of such Communications Licenses and Governmental Authorizations relates; (iii) the Governmental Authority that issued each of such Communications Licenses and Governmental Authorizations; (iv) the expiration date, if any, of each of such Communications Licenses and Governmental Authorizations; and (v) if not issued in the name of a Credit Party, the name of the Person in whose name such Communications Licenses and Governmental Authorizations are nominally issued. As of the Closing Date, all Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked, suspended, canceled or modified in any adverse way, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and are not subject to any conditions or requirements that are not generally imposed by the FCC, any PUC, any Franchising Authority or any other Governmental Authority upon the holders of such Telecommunications Approvals that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has filed all required reports, applications and statements of account with the FCC, the Copyright Office, any PUC and any Franchising Authority, as the case may be, and has paid all Franchise, license, regulatory, copyright royalty or other fees and charges which have become due pursuant to any Telecommunications Approvals, except for fees or charges the failure to pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), no Credit Party is in violation of, or in default of, in a manner that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, any applicable Communications Law or the provisions, terms and conditions of any Telecommunications Approval. There are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, letters of inquiry, notices of apparent liability, investigations, protests, petitions or other written objections against any Credit Party at the FCC or the PUC or Franchising Authority of any jurisdiction in which any Credit Party operates, except for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of the Borrower and its Subsidiaries (a) is duly organized, validly existing or incorporated and in good standing (under the laws of the jurisdiction of its organization, except, in any case where respect of good standing, for XX-Xxxxxxxx of Oak Ridge Company, a company organized and existing under the laws of Tennessee, and the Borrower agrees that, within 90 days after the Closing Date, such expression has legal significance) company shall be in good standing under the laws of its respective jurisdiction of incorporation or organization; and the Borrower shall provide to the Administrative Agent a good standing certificate for such company under the laws of such state in form and substance reasonably acceptable to the Administrative Agent, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing (in any case under the laws of each jurisdiction where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; Effect in the aggregate, (c) has the all requisite power and authority and the legal right to own, pledge, charge, 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 currently proposed to be conducted conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to have such power be in compliance would not reasonably be expected to not, in the aggregate, have a Material Adverse Effect; Effect and (df) subject to specific representations regarding Environmental Laws, has all necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, other than those except for licenses, permits, consents and consents, approvals or filings that can be obtained or made by the failure taking of which ministerial action to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulation, except where the failure to complyobtain or make would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member Credit Party (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted conducted, except where the failure to have such power would and authority could not reasonably be expected to have a Material Adverse Effect; , (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, other than those conduct except for such licenses, permitsapprovals, consents and approvals permits, the failure of to have which to obtain would 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 or memorandum and articles of association (or equivalent), as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Group Member of Holdings and the Credit Parties (a) is a corporation duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organizationincorporation; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have result in a Material Adverse EffectEffect (provided, however, that the parties hereto acknowledge that Holdings is not currently qualified in the State of New York, but is obligated to become qualified in New York within the time provided in the post closing undertaking of even date herewith; (c) has the requisite corporate power and authority and the legal right to own, pledge, charge, 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 now, heretofore and proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effectconducted; (d) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such material to the ownership, operation and conduct, other than those licenses, permits, consents and approvals the failure conduct of which to obtain would not reasonably be expected to have a Material Adverse Effectany such Person; (e) is in compliance with its charter and bylaws or partnership or operating agreement or memorandum and articles of association (or equivalent), as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law and regulationlaw, except where the failure to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect.