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

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicable, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. Each of the U.S. Borrower and its Material Subsidiaries (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing (where such concept is legally relevant) under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iiib) is duly qualified to do business as a foreign corporation, company or partnership, as applicable, corporation and (if relevant) in good standing (where such concept is legally relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification is necessary, except to the extent that where the failure to comply therewith could be so qualified or in good standing (where such concept is legally relevant) would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (ivc) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) with respect to the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents and Documents, (ve) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (other than its Constituent Documentsf) except has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to comply therewith could obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. Borrower, and each of its Subsidiaries: (a) Each of is and will continue to be (1) a corporation, partnership, limited liability company, or other legal entity as the Loan Parties (i) is case may be, duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii2) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to do business and (if relevant) in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification except to the extent that and in which the failure to comply therewith be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv3) is in compliance with its Constituent Documents articles of incorporation, certificate of formation or organization, partnership agreement, by-laws or operating agreement, as applicable, and all other organizational documents, and (v4) is in compliance with all Requirements of Law Applicable Laws (other than its Constituent Documentsincluding ERISA, Environmental Laws, and the Investment Company Act) and all Material Contracts except to the extent that the where a failure to comply therewith could not, individually be in compliance with such Applicable Laws or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have Contracts could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (iib) none of has and will continue to have and maintain (1) the xxxxx comprising a part of requisite corporate, limited liability company or partnership power and authority and the Oil legal right to own, pledge, mortgage or otherwise encumber and Gas Properties (or properties unitized therewith) is deviated from operate its properties, to lease the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Lawproperty it operates under lease, and such xxxxx areto conduct its business as now, in fact, bottomed under and are producing frompreviously or proposed to be conducted, and (2) all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over Borrower or such Subsidiary which are necessary or appropriate for the wellbores conduct of its business except where a failure to have and maintain such licenses, permits, franchises, rights, powers, consents and approvals could not reasonably be expected to have a Material Adverse Effect. Borrower, and each of its Subsidiaries, has made and will continue to make all filings with any Governmental Authority that are wholly within, necessary or appropriate for the Oil conduct of its business and Gas Properties (has given and will continue to give all notices to the extent required for the ownership and operation of its property and the conduct of its business except where the failure to make or in the case of xxxxx located on properties unitized therewith, continue to make such unitized properties)filings or give such notices could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Company and its Material Subsidiaries (ia) is duly incorporated, organized or formed, as applicableincorporated, validly existing and (if relevant) and, where applicable, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (iib) has the corporate, company corporate or partnership other power and authority, as applicable, authority and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee leases and to conduct the business in which it is currently engaged, (iiic) is duly qualified as a foreign corporation, company corporation or partnership, as applicable, other applicable entity and (if relevant) in good standing under the laws of each any jurisdiction where its ownership, lease or operation of Property property or the conduct or proposed conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could so qualify would not, in any instance or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents Effect and (vd) is in compliance with all material Requirements of Law (other than applicable to it or its Constituent Documents) business, except to the extent that the where such failure to comply therewith could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party The Company has all Permits necessary for implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the ownership Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective directors and officers and, if to the knowledge of a Responsible Officer of the Company, its employees and agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects and, in the case of any Loan Party Foreign Subsidiary Borrower, is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not knowingly engaged in any activity that would reasonably be expected to have result in such Borrower being designated as a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions Sanctioned Person. None of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of Company, any overproduction (whether or not the same was permissible at the time) prior Subsidiary or, to the Closing Date; and knowledge of a Responsible Officer of the Company or such Subsidiary, any of their respective directors, officers or employees, or (ii) none to the knowledge of the xxxxx comprising a part Company, any agent of the Oil and Gas Properties (Company or properties unitized therewith) is deviated any Subsidiary that will act in any capacity in connection with or benefit from the vertical credit facility established hereby, is a Sanctioned Person. No Borrowing or horizontal (as applicable) more than the maximum permitted Letter of Credit, use of proceeds or other transaction contemplated by Requirements of Lawthis Agreement will violate Anti-Corruption Laws, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (Anti-Money Laundering Laws or in the case of xxxxx located on properties unitized therewith, such unitized properties)applicable Sanctions.

Corporate Existence; Compliance with Law. Each Credit Party (a) Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, 3.1); (iiib) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could notbe so qualified would not result in exposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now, heretofore and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (ivd) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its Constituent Documents charter and bylaws or partnership or operating agreement, as applicable; and (vf) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law (other than its Constituent Documents) law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. Each of the Parent, each Borrower and each Restricted Subsidiary (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing, to the extent applicable, under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iiib) is duly qualified to do business as a foreign corporationcorporation and in good standing, company or partnership, as to the extent applicable, and (if relevant) in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its ownershipproperties, to lease or operation of Property or the property it operates under lease and to conduct of its business requires as now or currently proposed to be 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 be in compliance could not reasonably be expected to have a Material Adverse Effect; provided, however, that where such qualification except compliance relates to any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, each of the Parent, each Borrower 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, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to comply therewith obtain or make could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties 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 incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule (3.1); (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith be so qualified would not result in exposure to losses or liabilities which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; and (iv) is in compliance with its Constituent Documents 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 material licenses (including, for the avoidance of doubt, a license under the Consumer Credit Xxx 0000 and the Consumer Credit Act 2006 (collectively, as each may be amended, extended or re-enacted from time to time, the “CCA”)), permits, 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 such ownership, operation and conduct; and (vii) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law (other than its Constituent Documents) law, rule, regulation or guidance, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. Each of the Company ---------------------------------------- and its Subsidiaries (a) Each of the Loan Parties (i) is a corporation duly incorporated, organized or formed, as applicable, and validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (iib) has the corporate, company or partnership full corporate power and authorityauthority and possesses all governmental franchises, as applicablelicenses, permits, authorizations and the legal right, approvals necessary to own and operate enable it to use its Property, to lease the Property it operates as lessee corporate name and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each jurisdiction where its ownershipown, lease or operation of Property or the conduct of otherwise hold its properties and assets and to carry on its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (as presently conducted other than its Constituent Documents) except to such franchises, licenses, permits, authorizations and approvals the extent that the failure to comply therewith could notlack of which, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. material adverse effect on the business, assets, condition (bfinancial or otherwise) Each Loan Party has all Permits necessary for or results of operations of the ownership andCompany and its Subsidiaries, if any Loan Party taken as a whole, (c) is duly qualified and in good standing to do business in each jurisdiction in which the operator, operation nature of its Oil and Gas Properties and business or the conduct ownership, leasing or holding of its businesses properties makes such qualification necessary, except for those Permits such jurisdictions where the failure of which so to have could qualify 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, and (d) 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 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. Neither the Company nor any of its Subsidiaries has received prior to the date hereof 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 respects, with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms federal, state, local or foreign laws, ordinances, rules and conditions of all such Permitsregulations, which alleged non-compliance has not been remedied. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Specified Party and each Loan Parties Party (i) is duly incorporated, organized or formed, as applicable, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s the Loan Parties’ knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of Emeritus and the Loan Parties Borrowers (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business as a foreign corporation, company or partnership, as applicable, entity and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification is necessary, except to the extent that where the failure to comply therewith could be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (iv) is in compliance with its Constituent Documents and Documents, (v) is in compliance with all applicable Requirements of Law (other than its Constituent Documents) except to the extent that Law, except, in each case, where the failure to comply therewith could not, individually or be in the aggregate, reasonably be expected to compliance would not have a Material Adverse Effect. , (bvi) Each Loan Party with respect to any Facility then being acquired, has, or upon completion of the Acquisition and completion of any required post closing procedures which are preconditions thereto shall have, all necessary Permits from or by, has made all Permits necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for the ownership andsuch ownership, if any Loan Party is the operatorlease, operation of its Oil and Gas Properties and the sublease, operation, occupation or conduct of its businesses business, except for those Permits where the failure of which to have could not reasonably be expected to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect, and (vii) is not a foreign person within the meaning of § 1445(f)(3) of the Code. (b) With respect to any Facility then being acquired, each Facility (i) is being operated as an assisted living, skilled nursing, independent senior housing or Alzheimer’s facility, having the number of licensed beds/units as set forth on Schedule 4.16, attached hereto (as modified from time to time with Administrative Agent’s consent), (ii) is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all applicable Requirements of Law, except, in each case, where the failure to be in compliance would not materially (x) impair the value or marketability of such Facility or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Facility. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor, including Medicare, Medicaid, Blue Cross, Blue Shield or any other private commercial insurance managed care and employee assistance program (such programs, the “Third-Party Payor Programs”), to which any Borrower may presently be subject with respect to any Facility. (c) With respect to any Facility then being acquired, all Licenses necessary or desirable for using and operating the Facilities for the uses described in clause (a), above, are held by, or will be held by, Borrowers, in the name of the applicable Borrower, as required under applicable law, and are in full force and effect, or upon completion of the Acquisition and completion of any required post closing procedures which are preconditions to the issuance of such Licenses, provided, however, that if such Facility is being acquired pursuant to a sale/leaseback or similar arrangement, such Licenses may be held in the names of the prior owners or operators of the Facility and used by the Borrowers pursuant to such sale/leaseback or similar arrangement. (d) To the Borrowers’ knowledge, with respect to any Facility then being acquired, there are no proceedings by any Governmental Authority or notices thereof that would, directly or indirectly, or with the passage of time (i) have a material adverse impact on Borrowers’ ability to accept and/or retain patients or residents or operate such 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, (ii) modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Licenses, other than a transfer of such License to the Borrowers if such License is not already held by such Borrowers; or (iii) affect any Borrower’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payors Programs, or any successor programs thereto. (e) With respect to any Facility then being acquired, except as reviewed and approved by Administrative Agent, no Facility has received a violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Facility, Borrower or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority during the last five calendar years, and there have been no violations over the past five years which have threatened any Facility’s, or any Borrower’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs. (f) With respect to any Facility then being acquired, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts pending at any Facility, and there are no years that are subject to audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Borrower, other than audit rights pursuant to Medicare and Medicaid programs. (g) No Borrower is a participant in any federal program whereby any Governmental Authority may have the right to recover funds by reason of the advance of federal funds, including those authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended. (h) With respect to any Facility then being acquired, substantially all of the patient and resident care agreements conform in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, form patient or resident care agreements that have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: delivered to Administrative Agent (i) no Oil Emeritus’ principal place of business is at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000. Emeritus is the manager and Gas Property is subject to having allowable production reduced after the Closing Date below the full sole member of each Borrower and regular allowable owns one hundred percent (including the maximum permissible tolerance100%) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part membership interests in Borrower free and clear of all liens, claims and encumbrances. Emeritus has the authority to make all material decisions for each of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)Borrowers.

Corporate Existence; Compliance with Law. Each Credit Party (a) Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporationincorporation or organization, organization or formationand, as in the case may beof 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 (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, 3.1); (iiib) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith be so qualified could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (ivd) is in compliance with its Constituent Documents subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and (v) is in compliance with has made all Requirements of Law (other than its Constituent Documents) except filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent that required for such ownership, operation and conduct, in each case except where the failure to comply therewith could notdo so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. ; (be) Each Loan is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, 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, 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 Permits Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications, in each case necessary for the ownership and, if any Loan Party is the operator, operation of its Oil the Telecommunications Businesses in the United States respectively conducted by the Credit Parties (the Communications Licenses, Governmental Authorizations and Gas Properties federal and state applications and notifications necessary for the conduct operation of its businesses the Telecommunications Businesses in the United States respectively conducted by the Credit Parties, the “Telecommunications Approvals”), except for those Permits 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. All Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure of which thereof to have be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and is have not been revoked, suspended, canceled or modified in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledgeany adverse way, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party andthat, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (individually or in the case 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 PSC, any Franchising Authority or any other Governmental Authority upon the holders of xxxxx located on properties unitized therewithsuch Telecommunications Approvals that, such unitized propertiesindividually 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 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. 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 telecommunications statute of the United States or any state in which it operates, or any applicable rule, regulation or requirement of the FCC, any PSC, 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 PSC 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 Company (a) Each of the Loan Parties (i) is a corporation duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws Laws of the its respective jurisdiction of its incorporation, organization or formation, as the case may be, incorporation set forth in Schedule ‎3.09; (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iiib) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could not, in the aggregate, be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, (iv) is in compliance with pledge, mortgage or otherwise encumber and operate its Constituent Documents properties, to lease the property it operates under lease and (v) is in compliance with all Requirements of Law (other than to conduct its Constituent Documents) business as now conducted, except to the extent that where the failure to comply therewith could not, individually or in the aggregate, do so would not reasonably be expected to have a Material Adverse Effect. ; (bd) Each Loan Party subject to the specific representations regarding Environmental Laws, has all Permits necessary licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Entities having jurisdiction, to the extent required for the ownership and, if any Loan Party is the operatorsuch ownership, operation of its Oil and Gas Properties and the conduct of its businesses conduct, except for those Permits where the failure of which to have could 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 in all material respects with its charter and bylaws; and (f) subject to the terms specific representations set forth herein regarding ERISA, Environmental Laws, Tax and conditions of all such Permits. To the Loan Parties’ knowledgeother Laws, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the applicable provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, except to the extent permitted by the Bankruptcy Code or where the failure to 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 such xxxxx are, in fact, bottomed under and are producing from, correct copy of the certificates of incorporation and the wellbores are wholly withinbylaws of the Companies, the Oil each as amended to date and Gas Properties (or each of which as made available is in the case of xxxxx located on properties unitized therewith, such unitized properties)full force and effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Each is a corporation, limited liability company or limited partnership duly organized and validly existing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) in the case of the Loan Parties (i) Borrower, is duly incorporated, organized or formed, as applicable, validly existing and (if relevant) in good standing under the laws of the its jurisdiction of its incorporation, organization or formation, as ; (c) in the case may beof each Credit Party other than the Borrower, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each its jurisdiction where its ownership, lease of incorporation or operation of Property or organization on the conduct of its business requires Closing Date and on any such qualification except to the extent that subsequent date if the failure to comply therewith be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, ; (ivd) is in compliance with its Constituent Documents duly qualified to conduct business and (v) is in compliance with all Requirements good standing in each other jurisdiction where its ownership or lease of Law (other than property or the conduct of its Constituent Documents) business requires such qualification, except to the extent that where the failure to comply therewith be so qualified would not result in exposure to losses or liabilities which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. ; (be) Each Loan Party 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, 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; (f) subject to specific representations regarding Environmental Laws, has all Permits necessary 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 the ownership and, if any Loan Party is the operatorsuch ownership, operation and conduct; (g) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (h) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of its Oil and Gas Properties and the conduct of its businesses law, except for those Permits where the failure of which to have comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. Each of the Credit Parties (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (iib) has the corporate, company or partnership requisite power and authority, as applicable, authority and the legal right, right to own and operate all its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engagedengaged and has taken all actions necessary to maintain all rights, privileges, licenses and franchises necessary or required in the normal conduct of its business, except to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiic) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of (i) the jurisdiction of its organization or formation and (ii) each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except to the extent that the failure to so qualify or be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, each of the Credit Parties represents that: (ivi) (A) To the knowledge of any Responsible Officer of any Credit Party, there is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually no Credit Party or in the aggregate, individual employed by such Credit Party who may reasonably be expected to have criminal culpability or to be excluded or suspended from participation in any Medical Reimbursement Program for their corporate or individual actions or failures to act where such culpability, exclusion and/or suspension has or could be reasonably expected to result in a Material Adverse Effect.; and (B) there is no member of management continuing to be employed by any Credit Party who may reasonably be expected to have individual culpability for matters under investigation by any Governmental Authority where such culpability has or could reasonably be expected to result in a Material Adverse Effect unless such member of management has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the Governmental Authority; (bii) Each Loan Party has all Permits necessary for the ownership andcurrent billing policies, if arrangements, protocols and instructions comply with expressly stated requirements of Medical Reimbursement Programs and are administered by properly trained personnel except where any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the such failure of which to have comply could not reasonably be expected to have result in a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits.; (ciii) The Oil current medical director compensation arrangements and Gas Properties operated by other arrangements with referring physicians comply with state and federal self-referral and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(1) - (b)(2) and 42 U.S.C. Section 1395nn, except where any Loan Party and, such failure to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed comply could not reasonably be expected to result in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: Material Adverse Effect; (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (iiiv) none of the xxxxx comprising Credit Parties is currently, nor has in the past been subject to any federal, state, local governmental or private payor civil or criminal inspections, investigations, inquiries or audits involving and/or related to its activities, except for routine inspections, investigations, inquiries or audits in the ordinary course not anticipated to result in a part of the Oil and Gas Properties Material Adverse Effect; and (or properties unitized therewithv) is deviated except as set forth on Schedule 3.3, no Credit Party: (A) has had a civil monetary penalty assessed against it pursuant to 42 U.S.C. §1320a 7a, (B) has been excluded from the vertical or horizontal participation in a Federal Health Care Program (as applicablethat term is defined in 42 U.S.C. §1320a 7b), (C) more than has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a 7b or 18 U.S.C. §§669, 1035, 1347, 1518, or (D) to the maximum permitted by Requirements knowledge of Lawany Responsible Officer, and such xxxxx are, has been involved or named in fact, bottomed a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (31 U.S.C. §§3729 3731 or in the case of xxxxx located on properties unitized therewith, such unitized properties)qui tam action brought pursuant to 31 U.S.C. §3729 et seq.

Corporate Existence; Compliance with Law. Each of the Borrowers and their respective Subsidiaries (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as (to the case may beextent that such concept exists in such jurisdiction), (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iiib) is duly qualified to do business as a foreign corporation, company or partnership, as applicable, entity and (if relevant) in good standing (to the extent that such concept exists in such jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification is necessary, except to the extent that where the failure to comply therewith could be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (ivc) has all requisite corporate or other organizational power and authority to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted and to pledge and mortgage (or, at the time of its execution and delivery of the Collateral Documents to which its is in compliance with a party, will have requisite corporate or organizational power and authority to pledge and mortgage) its Constituent Documents and properties constituting Collateral, (vd) is in compliance with all applicable Requirements of Law (other than its Constituent Documents) except to the extent that where the failure to comply therewith could be in compliance would not, individually or in the aggregate, reasonably have a Material Adverse Effect and (e) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for Permits, filings or notices that can be expected obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part None of the Hydrocarbon Interests and other contracts and agreements forming a part Borrower, any Subsidiary of the Oil and Gas Properties; specifically in this connection: Borrower or any Affiliate of the Borrower or any Guarantor (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and a Sanctioned Person, (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) has more than the maximum permitted by Requirements 10% of Lawits assets in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons. The proceeds of any Loan will not be used and such xxxxx arehave not been used to fund any operations in, finance any investments or activities in factor make any payments to, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (a Sanctioned Person or in the case of xxxxx located on properties unitized therewith, such unitized properties)a Sanctioned Entity.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties 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 incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule (3.1); (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith be so qualified would not result in exposure to losses or liabilities which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; and (iv) is in compliance with its Constituent Documents 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 material 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, 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, to enable such Sotheby Entity to carry on its business as currently conducted by it, to own its property and other assets, to extend Art Loans and generate Extended Term Art Receivables and to take security therefor; and (vii) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law (other than its Constituent Documents) law, rule, regulation or guidance, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Credit Party (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule (3.1); (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could not, in the aggregate, reasonably be expected to so qualified would not have a Material Adverse Effect; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (iv) is in compliance with its Constituent Documents subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could notcharter and bylaws or partnership or operating agreement, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectas applicable. (b) Each Loan Party has all Permits necessary for the ownership andSubject to specific representations set forth herein regarding ERISA, if any Loan Environmental Laws, tax and other laws, each Credit Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is will remain in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the applicable provisions of all leaseslaws and regulations, subleases including, without limitation, all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidances on BSA compliance and on the prevention and detection of money laundering violations. Without, in any way limiting the foregoing, each Credit Party has taken and will take all necessary steps to ensure that no person who owns a controlling interest in or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: otherwise controls such Credit Party is or shall be (i) no Oil listed on the Specially Designated Nationals and Gas Property is subject Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether authorizing statute, Executive Order or not the same was permissible at the time) prior to the Closing Date; and regulation or (ii) none a person designated under Section 1(b), (c), or (d) of the xxxxx comprising a part of the Oil and Gas Properties Executive Order No. 13224 (September 23, 2001), any related enabling legislation or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)any other similar Executive Order.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicable, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its owned Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith do any of the foregoing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in material compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Each Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: has (i) no Oil used commercially reasonable efforts to keep, preserve and Gas maintain all Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior systems material to the Closing Date; conduct of its business in good working order and condition in accordance with the general practice of other businesses of similar character and size (ordinary wear and tear and casualty events excepted), contractual obligations binding on it and applicable laws, (ii) none made periodic overhauls and all repairs, renewals, replacements, additions, betterments, Capital Expenditures and improvements known to be necessary for the Property that it owns or operates to satisfy the requirements of the xxxxx comprising a part of the Oil applicable law, governmental authorizations and Gas Properties contractual obligations binding on it and (or properties unitized therewithiii) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Lawmade all repairs, renewals and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)replacements known to be necessary so that its business may be property conducted at all times.

Corporate Existence; Compliance with Law. Each Credit Party (a) Each of the Loan Parties (i) is a corporation, limited liability company, unlimited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, 3.1); (iiib) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could not, be so qualified would not result in the aggregate, exposure to losses or liabilities which would reasonably be expected to have a Material Adverse Effect; (c) subject to the entry of the Interim Order and the Canadian Interim Order (or the Final Order and the Canadian Final Order, when applicable) by the Bankruptcy Court and the Canadian Court, respectively, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (ivd) is in compliance with its Constituent Documents subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and (v) is in compliance with has made all Requirements of Law (other than its Constituent Documents) except material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent that required for such ownership, operation and conduct and where the failure to comply therewith could nothave such licenses, individually permits, consents or in the aggregate, approvals would reasonably be expected to have a Material Adverse Effect. ; (be) Each Loan Party has is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Permits necessary for the ownership andapplicable provisions of law, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits where the failure of which to have comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Credit Party has all certificates of convenience and necessity and operating rights necessary to conduct interstate and intrastate transportation businesses consisting of transporting automobiles and light trucks in, between and among the states of the United States in which such Credit Party operates. Each of such certificates of convenience and necessity and operating rights existing as of the Closing Date is listed on Disclosure Schedule (3.1), and is in compliance good standing, in all material respects full force and effect and being held and operated by such Person in accordance with the terms and conditions of all such Permitsthereof. To the Loan Parties’ knowledge, each Person other than any Loan Each Credit Party operating any Oil and Gas Property has all operating authorizations (including permits and licenses) necessary Permits or desirable under Canadian law (or under the law of any Canadian province or other political subdivision) for the conduct of the inter-provincial and intra-provincial transportation business of each such Person. Each such operating authorization existing as of the Closing Date is listed on Disclosure Schedule (3.1), and is in compliance good standing, in all material respects full force and effect and being held and operated by such Person in accordance with the terms and conditions of all such Permitsthereof. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Credit Party (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing (or the foreign equivalent thereof, if any) under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in DISCLOSURE SCHEDULE (3.1); (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under (or the laws of foreign equivalent thereof, if any) in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith be so qualified could not, in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; (iii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (iv) is in compliance with its Constituent Documents 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; (v) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; and (vi) subject to specific representations set forth herein regarding ERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law (other than its Constituent Documents) law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Loan Without limiting the generality of SECTION 3.1 or any other representation or warranty made herein, each Credit Party has all Permits necessary for and each of the ownership 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 Loan Party 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 operatorHIPAA (collectively, operation of its Oil and Gas Properties and the conduct of its businesses "HEALTHCARE LAWS"), except for those Permits where the failure of which to have comply could not reasonably be expected to have a Material Adverse Effect, and is in compliance . Each Credit Party has maintained in all material respects with all records required to be maintained by any governmental agency or authority or otherwise under the terms 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 conditions its Affiliates and, to the knowledge of all such Permits. To Credit Party, the Loan Parties’ knowledgeowners of the facilities and other businesses managed by such Credit Party or its Affiliates, each Person if any, have such permits, licenses, franchises, certificates and other than any Loan Party operating any Oil approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and Gas Property has all necessary Permits and is in compliance in all material respects with to conduct their respective business (including without limitation such permits as are required under such Healthcare Laws), except where the terms and conditions of all such Permitsfailure to comply could not reasonably be expected to have a Material Adverse Effect. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part None of the Hydrocarbon Interests Credit Parties is a "covered entity" within the meaning of HIPAA and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part Credit Parties and/or its business and operations are subject to or covered by the so-called "Administrative Simplification" provisions of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)HIPAA.

Corporate Existence; Compliance with Law. (a) Each of the Loan Credit Parties (i) is duly incorporated, organized or formed, as applicable, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Credit Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties property and the conduct of its businesses except for those Permits the failure of which to have could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party andSince June 14, to Borrower2016, each Credit Party’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, properties have been maintained, maintained and operated and developed in a good and workmanlike manner the ordinary course of business and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Credit Party (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing (or the foreign equivalent thereof, if any) under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule (3.1); (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under (or the laws of foreign equivalent thereof, if any) in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith be so qualified could not, in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; (iii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (iv) is in compliance with its Constituent Documents 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; (v) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; and (vi) subject to specific representations set forth herein regarding ERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law (other than its Constituent Documents) law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Loan Without limiting the generality of Section 3.1 or any other representation or warranty made herein, each Credit Party has all Permits necessary for and each of the ownership 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 Loan Party 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 operatorHIPAA (collectively, operation of its Oil and Gas Properties and the conduct of its businesses "Healthcare Laws"), except for those Permits where the failure of which to have comply could not reasonably be expected to have a Material Adverse Effect, and is in compliance . Each Credit Party has maintained in all material respects with all records required to be maintained by any governmental agency or authority or otherwise under the terms 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 conditions its Affiliates and, to the knowledge of all such Permits. To Credit Party, the Loan Parties’ knowledgeowners of the facilities and other businesses managed by such Credit Party or its Affiliates, each Person if any, have such permits, licenses, franchises, certificates and other than any Loan Party operating any Oil approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and Gas Property has all necessary Permits and is in compliance in all material respects with to conduct their respective business (including without limitation such permits as are required under such Healthcare Laws), except where the terms and conditions of all such Permitsfailure to comply could not reasonably be expected to have a Material Adverse Effect. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part None of the Hydrocarbon Interests Credit Parties is a "covered entity" within the meaning of HIPAA and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part Credit Parties and/or its business and operations are subject to or covered by the so-called "Administrative Simplification" provisions of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)HIPAA.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Company and its Material Subsidiaries (ia) is duly incorporated, organized or formed, as applicableincorporated, validly existing and (if relevant) and, where applicable, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (iib) has the corporate, company corporate or partnership other power and authority, as applicable, authority and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee leases and to conduct the business in which it is currently engaged, (iiic) is duly qualified as a foreign corporation, company corporation or partnership, as applicable, other applicable entity and (if relevant) in good standing under the laws of each any jurisdiction where its ownership, lease or operation of Property property or the conduct or proposed conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could so qualify would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually any instance or in the aggregate, reasonably be expected to have a Material Adverse Effect. Effect and (bd) Each Loan Party has is in compliance with all Permits necessary for the ownership andmaterial Requirements of Law applicable to it or its business, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the where such failure of which to have could comply would not reasonably be expected to have a Material Adverse Effect. For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), the centre of main interest (as that term is used in Article 3(1) of the Regulation) of each UK Borrower or Subsidiary Guarantor organized under the laws of England and Wales is situated in England and Wales and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction. (b) The Company has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and is the Company, its Subsidiaries and their respective officers and employees and, to the knowledge of a Responsible Officer of the Company, its directors and agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewithany Foreign Subsidiary Borrower, is not knowingly engaged in any activity that would reasonably be expected to result in such unitized properties)Borrower being designated as a Sanctioned Person. None of (i) the Company, any Subsidiary or, to the knowledge of a Responsible Officer of the Company or such Subsidiary, any of their respective directors, officers or employees, or (ii) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws, Anti-Money Laundering Laws or applicable Sanctions.

Corporate Existence; Compliance with Law. Each of the Parent, each Borrower and each Restricted Subsidiary (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing, to the extent applicable, under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iiib) is duly qualified to do business as a foreign corporationcorporation and in good standing, company or partnership, as to the extent applicable, and (if relevant) in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, (c) subject to any restrictions arising on account of such Loan Party’s status as a “debtor” under the Bankruptcy Code, has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its ownershipproperties, to lease or operation of Property or the property it operates under lease and to conduct of its business requires as now or currently proposed to be 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 be in compliance could not reasonably be expected to have a Material Adverse Effect; provided, however, that where such qualification except compliance relates to any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, each of the Parent, each Borrower and the Parent’s Subsidiaries are in compliance in all material respects; and (f) subject to entry of the DIP Orders, has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to comply therewith obtain or make could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Borrower and its Material Subsidiaries (ia) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (iib) has the corporate, company corporate or partnership other power and authority, as applicable, authority and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee leases and to conduct the business in which it is currently engaged, (iiic) is duly qualified as a foreign corporation, company corporation or partnership, as applicable, other applicable entity and (if relevant) in good standing under the laws of each any jurisdiction where its ownership, lease or operation of Property property or the conduct or proposed conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could so qualify would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually any instance or in the aggregate, reasonably be expected to have a Material Adverse Effect. Effect and (bd) Each Loan Party has is in compliance with all Permits necessary for the ownership andmaterial Requirements of Law applicable to it or its business, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the where such failure of which to have comply could not reasonably be expected to have a Material Adverse Effect, provided that the provisions of this clause (d) do not restrict or limit the applicability of any knowledge or other qualification which is given in this Agreement in any other matter which constitutes a “Requirement of Law”. (b) The Borrower has implemented and is maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects with the terms and conditions respects. None of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of Borrower, any overproduction (whether Subsidiary or not the same was permissible at the time) prior to the Closing Date; and knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (ii) none to the knowledge of the xxxxx comprising a part Borrower, any agent of the Oil and Gas Properties (Borrower or properties unitized therewith) is deviated any Subsidiary that will act in any capacity in connection with or benefit from the vertical credit facility established hereby, is a Sanctioned Person. No Extension of Credit, use of proceeds or horizontal (as applicable) more than the maximum permitted other transaction contemplated by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (this Agreement will violate Anti-Corruption Laws or in the case of xxxxx located on properties unitized therewith, such unitized properties)applicable Sanctions.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Credit Party (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule 3.1; (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that where the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could so qualified would not reasonably be expected to have a Material Adverse Effect; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (iv) 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, except where the failure to obtain or give the same would not reasonably be expected to have a Material Adverse Effect; and (v) is in compliance in all material respects with the terms its charter and conditions of all such Permits. To the Loan Parties’ knowledgebylaws or partnership or operating agreement, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permitsas applicable. (cb) The Oil Subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and Gas Properties operated by any Loan other laws, each Credit Party and, to Borrower’s knowledge, the Oil is and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed will remain in a good and workmanlike manner and in conformity in all material respects compliance with all Requirements of Law and in conformity in all material respects with the applicable provisions of all leaseslaws and regulations, subleases including, without limitation, all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidances on BSA compliance and on the prevention and detection of money laundering violations, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. Without, in any way limiting the foregoing, each Credit Party has taken and will take all necessary steps to ensure that no person who owns a controlling interest in or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: otherwise controls such Credit Party is or shall be (i) no Oil listed on the Specially Designated Nationals and Gas Property is subject Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether authorizing statute, Executive Order or not the same was permissible at the time) prior to the Closing Date; and regulation or (ii) none a person designated under Section 1(b), (c), or (d) of the xxxxx comprising a part of the Oil and Gas Properties Executive Order No. 13224 (September 23, 2001), any related enabling legislation or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)any other similar Executive Order.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Credit Party: (i) is a corporation, limited liability company or limited partnership duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the its respective jurisdiction of its incorporation, incorporation or organization or formation, as the case may be, set forth in Disclosure Schedule 3.1; (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification qualification, except where the failure to be so qualified would not result in exposure to losses, damages or liabilities in excess of $100,000; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (iv) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, has made all material filings with and has given all material notices to all Governmental Authorities having jurisdiction to the extent that the failure to comply therewith could notrequired for such ownership, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents operation and conduct; and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could notcharter and bylaws or partnership or operating agreement, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectas applicable. (b) Each Loan Subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, each Credit Party is and will remain in compliance with all applicable provisions of all laws and regulations, including all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidances on BSA compliance and on the prevention and detection of money laundering violations. Without in any way limiting the foregoing, each Credit Party has taken and will take all Permits necessary for the ownership and, if any Loan steps to ensure that no Person who owns a controlling interest in or otherwise controls such Credit Party is or shall be (i) listed on the operatorSpecially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), operation Department of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which Treasury and/or any other similar lists maintained by OFAC pursuant to have could not reasonably be expected to have any authorizing statute, Executive Order or regulation or (ii) a Material Adverse Effectperson designated under Section 1(b), and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by or (d) of Executive Order No. 13224 (September 23, 2001), any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by related enabling legislation or any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)similar Executive Order.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Borrower (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business as a foreign corporation, company or partnership, as applicable, entity and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification is necessary, except to the extent that where the failure to comply therewith could be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (iv) is in compliance with its Constituent Documents and Documents, (v) is in compliance with all applicable Requirements of Law (other than its Constituent Documents) except to the extent that Law, except, in each case, where the failure to comply therewith could not, individually or be in the aggregate, reasonably be expected to compliance would not have a Material Adverse Effect. , (bvi) Each Loan Party with respect to any Facility then being acquired, has, or upon completion of the Acquisition and completion of any required post closing procedures which are preconditions thereto shall have, all necessary Permits from or by, has made all Permits necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for the ownership andsuch ownership, if any Loan Party is the operatorlease, operation of its Oil and Gas Properties and the sublease, operation, occupation or conduct of its businesses business, except for those Permits where the failure of which to have could not reasonably be expected to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect, and (vii) is not a foreign person within the meaning of § 1445(f)(3) of the Code. (b) With respect to any Facility then being acquired, each Facility (i) is being operated as an assisted living, skilled nursing, independent senior housing or Alzheimer’s facility, having the number of licensed beds/units as set forth on Schedule 4.16, attached hereto (as modified from time to time with Administrative Agent’s consent), (ii) is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all applicable Requirements of Law, except, in each case, where the failure to be in compliance would not materially (x) impair the value or marketability of such Facility or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Facility. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor, including Medicare, Medicaid, Blue Cross, Blue Shield or any other private commercial insurance managed care and employee assistance program (such programs, the “Third-Party Payor Programs”), to which any Borrower may presently be subject with respect to any Facility. (c) With respect to any Facility then being acquired, all Licenses necessary or desirable for using and operating the Facilities for the uses described in clause (a), above, are held by, or will be held by, Borrowers, in the name of the applicable Borrower, as required under applicable law, and are in full force and effect, or upon completion of the Acquisition and completion of any required post closing procedures which are preconditions to the issuance of such Licenses, provided, however, that if such Facility is being acquired pursuant to a sale/leaseback or similar arrangement, such Licenses may be held in the names of the prior owners or operators of the Facility and used by the Borrowers pursuant to such sale/leaseback or similar arrangement. (d) To the Borrowers’ knowledge, with respect to any Facility then being acquired, there are no proceedings by any Governmental Authority or notices thereof that would, directly or indirectly, or with the passage of time (i) have a material adverse impact on Borrowers’ ability to accept and/or retain patients or residents or operate such 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, (ii) modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Licenses, other than a transfer of such License to the Borrowers if such License is not already held by such Borrowers; or (iii) affect any Borrower’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payors Programs, or any successor programs thereto. (e) With respect to any Facility then being acquired, except as reviewed and approved by Administrative Agent, no Facility has received a violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Facility, Borrower or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority during the last five calendar years, and there have been no violations over the past five years which have threatened any Facility’s, or any Borrower’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs. (f) With respect to any Facility then being acquired, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts pending at any Facility, and there are no years that are subject to audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Borrower, other than audit rights pursuant to Medicare and Medicaid programs. (g) No Borrower is a participant in any federal program whereby any Governmental Authority may have the right to recover funds by reason of the advance of federal funds, including those authorized under the Hxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended. (h) With respect to any Facility then being acquired, substantially all of the patient and resident care agreements conform in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, form patient or resident care agreements that have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject delivered to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)Administrative Agent.

Corporate Existence; Compliance with Law. Each of the Credit Parties (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as (to the case may beextent applicable under such laws), (iib) has the corporate, company or partnership requisite power and authority, as applicable, authority and the legal right, right to own and operate all its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (iiic) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) in good standing (to the extent applicable) under the laws of (i) the jurisdiction of its organization, (ii) the jurisdiction where its chief executive office is located and (iii) each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith so qualify or be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the business or operations of the Credit Parties and their Subsidiaries in such jurisdiction, (iv) is in compliance with its Constituent Documents and (vd) is in compliance with all Requirements of Law (other than its Constituent Documents) Law, government permits and government licenses except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for . The jurisdictions in which the ownership and, if any Loan Party is the operator, operation of its Oil and Gas Properties Credit Parties and the conduct CLS Parties as of its businesses except for those Permits the failure Closing Date are organized and qualified to do business are described on Schedule 3.3. The execution, delivery and performance by the Credit Parties of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledgethis Agreement, the Oil other Credit Documents and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated the CLS Acquisition Agreement and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part consummation of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: transactions contemplated thereby does not (i) no Oil and Gas Property is subject to having allowable production reduced after conflict with the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because Certificate of Incorporation, by-laws or other governing corporate or entity documents of any overproduction (whether applicable Credit Party or not the same was permissible at the time) prior to the Closing Date; and (ii) none any material applicable law, regulation, court order or other order or requirement of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)any Governmental Authority applicable to any Credit Party.

Corporate Existence; Compliance with Law. Each of the Credit Parties (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (iib) has the corporate, company or partnership requisite power and authority, as applicable, authority and the legal right, right to own and operate all its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engagedengaged and has taken all actions necessary to maintain all rights, privileges, licenses and franchises necessary or required in the normal conduct of its business, except to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiic) is duly qualified as a foreign corporation, company or partnership, as applicable, to conduct business and (if relevant) is in good standing under the laws of (i) the jurisdiction of its organization or formation and (ii) each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except to the extent that the failure to so qualify or be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, each of the Credit Parties represents that: (ivi) (A) To the knowledge of any Responsible Officer of any Credit Party, there is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually no Credit Party or in the aggregate, individual employed by such Credit Party who may reasonably be expected to have criminal culpability or to be excluded or suspended from participation in any Medical Reimbursement Program for their corporate or individual actions or failures to act where such culpability, exclusion and/or suspension has or could be reasonably expected to result in a Material Adverse Effect.; and (B) there is no member of management continuing to be employed by any Credit Party who may reasonably be expected to have individual culpability for matters under investigation by any Governmental Authority where such culpability has or could reasonably be expected to result in a Material Adverse Effect unless such member of management has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the Governmental Authority; (bii) Each Loan Party has all Permits necessary for the ownership andcurrent billing policies, if arrangements, protocols and instructions comply with expressly stated requirements of Medical Reimbursement Programs and are administered by properly trained personnel except where any Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the such failure of which to have comply could not reasonably be expected to have result in a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits.; (ciii) The Oil current medical director compensation arrangements and Gas Properties operated by other arrangements with referring physicians comply with state and federal self-referral and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(1) – (b)(2) and 42 U.S.C. Section 1395nn, except where any Loan Party and, such failure to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed comply could not reasonably be expected to result in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: Material Adverse Effect; (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (iiiv) none of the xxxxx comprising Credit Parties is currently, nor has in the past been subject to any federal, state, local governmental or private payor civil or criminal inspections, investigations, inquiries or audits involving and/or related to its activities, except for routine inspections, investigations, inquiries or audits in the ordinary course not anticipated to result in a part of Material Adverse Effect; and (v) except as set forth on Schedule 3.3 or in materials previously provided to the Oil and Gas Properties Administrative Agent’s counsel, no Credit Party: (or properties unitized therewithA) is deviated has had a civil monetary penalty assessed against it pursuant to 42 U.S.C. §1320a 7a, (B) has been excluded from the vertical or horizontal participation in a Federal Health Care Program (as applicablethat term is defined in 42 U.S.C. §1320a 7b), (C) more than has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a 7b or 18 U.S.C. §§669, 1035, 1347, 1518, or (D) to the maximum permitted by Requirements knowledge of Lawany Responsible Officer, and such xxxxx are, has been involved or named in fact, bottomed a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (31 U.S.C. §§3729 3731 or in the case of xxxxx located on properties unitized therewith, such unitized properties)qui tam action brought pursuant to 31 U.S.C. §3729 et seq.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Party (i) is duly incorporated, organized incorporated or formedorganized, as applicablethe case may be, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company corporation or partnershipother entity, as applicablethe case may be, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits licenses, permits, franchises, or other governmental authorizations necessary for the ownership and, if any such Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses businesses, and is in compliance with the terms and conditions of all such licenses, permits, franchises, or other governmental authorizations except for those Permits where the failure of which to have obtain the same or to be in compliance could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any the Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, Parties have been maintained, operated and developed by the applicable Loan Party in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and all rules, regulations and orders of all duly constituted Governmental Authorities having jurisdiction and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the such Oil and Gas Properties; specifically in this connection: , to the best knowledge of the Loan Parties, (i) after the date of this Agreement, no such Oil and Gas Property is subject to having allowable production reduced after the Closing Date in any material respect below the full and regular regulatory allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Datedate of this Agreement; and (ii) none of the xxxxx comprising a part of the such Oil and Gas Properties (or properties unitized therewith) is are deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of LawLaw and regulations, rules and orders of any Governmental Authority having appropriate jurisdiction, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)Properties.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (iib) has the corporate, company is duly qualified to do business as a foreign entity and in good standing or partnership power and authorityin existence, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification is necessary, except to the extent that where the failure to comply therewith be so qualified or in good standing could notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ivc) subject, in the case of any Debtor, to the entry by the Bankruptcy Court of the Interim Order and the Final Order and to the terms thereof, has all requisite power and authority and the legal right to own, pledge, mortgage and operate its material properties, to lease the material property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents and Documents, (ve) is in compliance with all applicable Requirements of Law except (other than its Constituent Documentsx) except to the extent that where the failure to comply therewith be in compliance could notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Effect or (by) Each Loan Party in the case of any Debtor, to the extent failure to comply therewith is permitted by Chapter 11 of the Bankruptcy Code and (f) subject, in the case of any Debtor, to the entry by the Bankruptcy Court of the Interim Order and the Final Order, has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for the ownership and, if any Loan Party is the operatorsuch ownership, operation of its Oil and Gas Properties and the conduct of its businesses conduct, except for those Permits or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to have obtain or make could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicable, validly existing and (if relevantapplicable) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevantapplicable) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and Documents, (v) is in compliance with all Anti-Corruption Laws and all applicable Sanctions and (vi) is in compliance with all other Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has Borrower and, to Borrower’s Knowledge, Services Provider, have all material Permits necessary for the ownership and, if any Loan Party Borrower or Services Provider is the operator, operation of its Borrower’s Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effectbusinesses, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any Loan Party and, to To Borrower’s knowledgeKnowledge, the Oil and Gas Properties operated owned by any Person other than any Loan PartyBorrower have been, except the extent the failure to do the same, individually or in the aggregate, could not reasonably be expected to have been a Material Adverse Effect, maintained, operated and developed in a good and workmanlike manner manner, and except as set forth on Schedule 3.3, and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection, except the extent the failure to do the same, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and (ii) none of the xxxxx wxxxx comprising a part of the Oil and Gas Properties (or properties unitized therewith) is has deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx wxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx wxxxx located on properties unitized therewith, such unitized properties).

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Party (i) is duly incorporated, organized incorporated or formedorganized, as applicablethe case may be, validly existing and (if relevant) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company corporation or partnershipother entity, as applicablethe case may be, and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, Effect and (iv) is in compliance with its Constituent Documents and (v) is is, in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply therewith could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Loan Party has all Permits licenses, permits, franchises, or other governmental authorizations necessary for the ownership and, if any such Loan Party is the operator, operation of its Oil and Gas Properties and the conduct of its businesses businesses, and is in compliance with the terms and conditions of all such licenses, permits, franchises, or other governmental authorizations except for those Permits where the failure of which to have obtain the same or to be in compliance could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such Permits. (c) The Oil and Gas Properties operated by any the Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, Parties have been maintained, operated and developed by the applicable Loan Party in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and all rules, regulations and orders of all duly constituted Governmental Authorities having jurisdiction and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the such Oil and Gas Properties; specifically in this connection: , to the best knowledge of the Loan Parties, (i) after the date of this Agreement, no such Oil and Gas Property is subject to having allowable production reduced after the Closing Date in any material respect below the full and regular regulatory allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Datedate of this Agreement; and (ii) none of the xxxxx comprising a part of the such Oil and Gas Properties (or properties unitized therewith) is are deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of LawLaw and regulations, rules and orders of any Governmental Authority having appropriate jurisdiction, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)Properties.

Corporate Existence; Compliance with Law. (a) Each of the Loan Parties Ultimate Parent Co-Borrower and its Subsidiaries (i) is duly incorporated, organized or formed, as applicableorganized, validly existing and (if relevantto the extent such concept applies to such entity) in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may beorganization, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business as a foreign corporation, company or partnership, as applicable, entity and (if relevant) in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification is necessary, except to the extent that where the failure to comply therewith could be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (iv) is in compliance with its Constituent Documents and Documents, (v) is in compliance with all applicable Requirements of Law (other than its Constituent Documents) except to the extent that where the failure to comply therewith could be in compliance would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect and (vi) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for Permits, filings and notices the failure of which to obtain, make or give (as applicable) would not, in the aggregate, have a Material Adverse Effect. (b) Each Loan Party has all Permits necessary for the ownership and, if None of Ultimate Parent Co-Borrower or any Loan Party is the operator, operation of its Oil and Gas Properties Subsidiaries is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (“Anti-Terrorism Laws”), including United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”) and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with the terms and conditions of all such PermitsPatriot Act. (c) The Oil and Gas Properties operated by None of Ultimate Parent Co-Borrower or any Loan Party and, to Borrower’s knowledge, the Oil and Gas Properties operated by of its Subsidiaries is any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection: following: (i) no Oil and Gas Property a Person that is listed in the annex to, or is otherwise subject to having allowable production reduced after the Closing Date below provisions of, the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date; and Anti-Terrorism Order; (ii) none a Person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Anti-Terrorism Order; (iii) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Anti-Terrorism Order; or (iv) a Person that is named as a “specially designated national and blocked person” in the most current list published by the U.S. Treasury Department Office of Foreign Assets Control. (d) None of Ultimate Parent Co-Borrower or any of its Subsidiaries, to its knowledge, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (c) above, (ii) deals in, or otherwise engages in any transactions relating to, any property or interests in property blocked pursuant to the Anti-Terrorism Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the xxxxx comprising a part of the Oil and Gas Properties prohibitions set forth in any Anti-Terrorism Law. (e) No Loan Party or properties unitized therewithRestricted Subsidiary (other than Scioto Insurance Company) is deviated from the vertical or horizontal (as applicable) more than the maximum permitted by Requirements of Law, and such xxxxx are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties)underwriting any insurance policy.