Common use of Due Organization and Qualification; Subsidiaries Clause in Contracts

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set forth a complete and accurate description of the authorized capital Stock of Borrower, by class, and a description of the number of shares of each such class that were issued and outstanding as of the date of such filings. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with Set forth on Schedule 4.1(b) is, as of the SEC set forth Closing Date, a complete and accurate description of the authorized capital Stock of BorrowerParent, by class, and a description of the number of shares of each such class that were are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding as security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the date its capital Stock or any security convertible into or exchangeable for any of such filingsits capital Stock. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), is is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number percentage ownership by Parent of the outstanding shares of each class of common and preferred Stock authorized for of each of such Subsidiaries (other than Excluded Parent’s direct Subsidiaries), and (ii) the number percentage ownership by each of Parent’s direct and the percentage indirect Subsidiaries that are Loan Parties of the outstanding shares of each class of common and preferred Stock of such class owned directly or indirectly by BorrowerSubsidiary’s direct Subsidiaries. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Parent's Subsidiaries’ (other than Excluded Subsidiaries) ' capital Stock, including any put option or any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower Except as set forth on Schedule 4.1(c), neither Parent nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Parent's Subsidiaries’ ' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Subsidiary Borrower is duly organized validly incorporated and existing and in good standing under the laws of the jurisdiction of its organization, (ii) Ireland and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in have a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set Set forth on Schedule 5.8(b), is a complete and accurate description of the authorized share capital Stock of Subsidiary Borrower, by class, and and, as of the Closing Date, a description of the number of shares of each such class that were are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Subsidiary Borrower and such shares are fully paid up, including any right of conversion or exchange under any outstanding as security or other instrument. Subsidiary Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the date its shares or any security convertible into or exchangeable for any of such filingsits shares. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.115.8(c), is a complete and accurate list of the Loan Parties’ Subsidiary Borrower's direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Subsidiary Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Subsidiary Borrower’s 's Subsidiaries’ (other than Excluded Subsidiaries) ' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Subsidiary Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Subsidiary Borrower’s 's Subsidiaries’ ' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Sagicor is duly organized and continued, validly existing and in good standing under the laws Laws of Bermuda. Sagicor has all requisite corporate power and authority to conduct its business in the manner in which its business is currently being conducted. (a) Sagicor is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business requires such qualification or license, including all necessary insurance and banking licenses, except where the failure to be so qualified or licensed or to be in good standing (where such concept is recognized under applicable Law), would not reasonably be expected to have, individually or in the aggregate, a Sagicor Material Adverse Effect. (b) Except as (i) set forth in Section 3.01(b) of the Sagicor Disclosure Schedule or (ii) would not, individually or in the aggregate, reasonably be expected to have a Sagicor Material Adverse Effect, each Subsidiary of Sagicor other than any immaterial Subsidiary (such immaterial Subsidiary being defined as any Subsidiary that together with all other Subsidiaries classified as “immaterial Subsidiaries” pursuant to this parenthetical, accounted for no more than five percent (5%) of the consolidated total assets of Sagicor (indicated as total assets on the audited consolidated financial statements of Sagicor as at and for the fiscal year ended December 31, 2017) and no more than five percent (5%) of the consolidated revenues of Sagicor (indicated as total revenue on the audited consolidated financial statements of Sagicor as at and for the fiscal year ended December 31, 2017)) (the “Material Subsidiaries”) is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, (ii) and has all requisite power and authority to conduct its business in the manner in which its business is currently being conducted. Each Material Subsidiary of Sagicor is duly qualified or licensed to do business and is in any state good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business requires such qualification or license, including all necessary insurance and banking licenses, except where the failure to be so qualified or licensed or to be in good standing (where such concept is recognized under applicable Law), would not reasonably could be expected to result have, individually or in the aggregate, a Sagicor Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyEffect. (b) Borrower’s most recent public filings made with the SEC set forth a complete and accurate description of the authorized capital Stock of Borrower, by class, and a description of the number of shares of each such class that were issued and outstanding as of the date of such filings. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set Set forth on Schedule 5.8(b), is a complete and accurate description of the authorized capital Stock of Borrower, by class, and and, as of the Closing Date, a description of the number of shares of each such class that were are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding as security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock. The Borrower shall provide the date of Lender with an updated Schedule 5.8(b) promptly after taking any action permitted by this Agreement which requires such filingsschedule to be modified in order to remain accurate. (c) Set forth on Schedule 4.1(c5.8(c) to the Disclosure Letter (as such Schedule the same may be updated from time to time to reflect changes permitted to be made under as contemplated by paragraph (b) above and Section 5.116.15 hereto), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c) (as the same may be updated from time to the Disclosure Lettertime as contemplated by paragraph (b) above), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Parent and each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) their organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made Set forth on Schedule 4.8(b) (which Administrative Borrower may amend from time to time solely to reflect new classes of capital Stock of Parent and new Subsidiaries formed in accordance with the SEC set forth Section 5.16) is a complete and accurate description of the authorized capital Stock of BorrowerParent, each Borrower and their respective Subsidiaries, by class, and and, as of the Closing Date, a description of the number of shares of each such class that were are issued and outstanding outstanding. Other than as of the date of such filings. (c) Set forth described on Schedule 4.1(c4.8(b) to the Disclosure Letter (as such Schedule which Administrative Borrower may be updated amend from time to time solely to reflect changes permitted to be made under Section 5.11), is a complete and accurate list new classes of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued Parent and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letternew Subsidiaries formed in accordance with Section 5.16), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s, any Borrower’s or any of their respective Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither None of Parent, any Borrower nor or any of its their respective Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ its capital Stock or any security convertible into or exchangeable for any such of its capital Stock. (c) Set forth on Schedule 4.8(c) (which Administrative Borrower may amend from time to time solely to reflect new Subsidiaries formed in accordance with Section 5.16) is a complete and accurate list of Parent’s and each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent or the applicable Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) of Borrower and Fortegra is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change. Borrower is not required to obtain any licenses, and (iii) has all requisite power and authority permits or approvals from any Governmental Authority in order to own and operate engage in its properties, to carry on its line of business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it has not duly obtained, other than such licenses, permits or approvals the failure of which to obtain could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change. Set forth on Schedule 5.7(a), is a party and to carry out complete list of the transactions contemplated therebylicenses, permits or approvals from any Governmental Authority held by Borrower. (b) Borrower’s most recent public filings made with the SEC set Set forth on Schedule 5.7(b), is a complete and accurate description of the authorized capital Stock of Borrower, by classBorrower’s Subsidiaries, and a description of the number of shares of each such class Fortegra, that were are issued and outstanding as of the date of such filings. (c) Set forth Closing Date, by class. Other than as described on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.115.7(b), is a complete and accurate list as of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure LetterClosing Date, there are no subscriptions, options, warrants, or calls relating to any shares of the Stock of Borrower, Borrower’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, or Fortegra, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any None of its Subsidiaries (other than Excluded Borrower, Borrower’s Subsidiaries) , or Fortegra is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital their respective Stock or any security convertible into or exchangeable for any such capital of their respective Stock. (c) Except as listed on Schedule 5.7(c), (i) no Affiliate of Borrower is an insurance company or is engaged in the business of producing or writing insurance policies, and (ii) to Borrower’s knowledge and solely to the extent that Summit Partners remains an Affiliate of Fortegra or any Person in which Fortegra owns directly or indirectly an ownership interest or in which Fortegra is a partner or joint venturer, Borrower does not produce or write insurance policies for any Affiliate of Summit Partners that is not an Affiliate of Borrower.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state each jurisdiction where the failure to be so qualified could reasonably could be expected to result in a Material Adverse ChangeEffect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set forth a complete and accurate description of the authorized capital Stock of Borrower, by class, and a description of the number of shares of each such class that were issued and outstanding as of the date of such filings[Reserved]. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under Section 5.11this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries)of Parent Borrower, showing: (i) the number of shares of each class of common and preferred Stock (if applicable) Equity Interests authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding capital Stock Equity Interests of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessableassessable (to the extent such concepts are applicable in the relevant jurisdiction) and all such shares and other equity interests indicated on Schedule 4.1(c) as owned by Parent Borrower or another Subsidiary are owned, beneficially and of record, by Parent Borrower or any Subsidiary free and clear of all Liens, other than Permitted Liens and Liens created under the Loan Documents. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Parent Borrower’s or any of its Subsidiaries’ (other than Excluded Subsidiaries) capital StockEquity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made Set forth on Schedule 4.3(b)(i) (which Borrower may amend from time to time solely to reflect new classes of capital Stock of Parent and the formation or acquisition of new Subsidiaries formed or acquired in accordance with the SEC set forth Section 5.12) is a complete and accurate description of the authorized capital Stock of Borrowerthe Parent and its Subsidiaries (other than Foreign Subsidiaries), by class, and and, as of the Closing Date, a description of the number of shares of each such class that were are issued and outstanding. Other than as described on Schedule 4.3(b)(ii) (which Borrower may amend from time to time solely to reflect new classes of capital Stock of Parent and transactions not prohibited under this Agreement) there are no subscriptions, options, warrants, or calls relating to any shares of the Loan Parties’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Set forth on Schedule 4.3(b)(iii) (which Borrower may amend from time to time to reflect transactions not prohibited under this Agreement) is a complete and accurate description of the authorized capital Stock of the Foreign Subsidiaries, by class, and, as of the date Closing Date, a description of the number of shares of each such filings.class that are issued and outstanding. Other than as described on Schedule 4.3(b)(iii) (which Borrower may amend from time to time to reflect transactions not prohibited under this Agreement) there are no subscriptions, options, warrants, or calls relating to any shares of the Foreign Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument (c) Set forth on Schedule 4.1(c4.3(c) to the Disclosure Letter (as such Schedule which Borrower may be updated amend from time to time to reflect changes permitted to be made transactions not prohibited under Section 5.11), this Agreement) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent or Borrower. All of the outstanding capital Stock of each such Loan Party and such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in have a Material Adverse Change. Schedule 3.1(f) does not, as of the Amended and (iii) has all requisite power and authority to own and operate its propertiesRestated Closing Date, to carry on its business as now conducted and as proposed omit any jurisdiction in which the failure of any Borrower to be conductedqualified to do business reasonably could be expected to constitute a Material Adverse Change. Schedule 3.1(j) does not, as of the Amended and Restated Closing Date, omit any jurisdiction in which the failure of any Guarantor to enter into the Loan Documents be qualified to which it is do business reasonably could be expected to constitute a party and to carry out the transactions contemplated therebyMaterial Adverse Change. (b) Borrower’s most recent public filings made with the SEC set Set forth on Schedule 5.8(b), is a complete and accurate description as of the Amended and Restated Closing Date of the authorized capital Stock of Borrowereach Obligor, by class, and, as of the Amended and Restated Closing Date, a description of the number of shares of each such class that were are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Obligor’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock, except as of the date of such filingspermitted under Section 7.10. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.115.8(c), is a complete and accurate list of each Obligor’s direct Subsidiaries as of the Loan Parties’ direct Amended and indirect Subsidiaries (other than Excluded Subsidiaries)Restated Closing Date, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Obligor. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Obligor’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor No Obligor or any of its respective Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrowerany Obligor’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock. (e) Except for any such failure that would not reasonably be expected to result in a Material Adverse Change, all licenses, consents, exemptions, clearance filings, registrations, payments of taxes, notarizations and authorizations as are or may be necessary or desirable for the proper conduct of each Obligor’s business, trade, and ordinary activities for the performance and discharge of its respective obligations and liabilities under the Loan Documents have been obtained and are in full force and effect.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state each jurisdiction where the failure to be so qualified could reasonably could be expected to result in a Material Adverse ChangeEffect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set forth a complete and accurate description of the authorized capital Stock of Borrower, by class, and a description of the number of shares of each such class that were issued and outstanding as of the date of such filings[Reserved]. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under Section 5.11this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries)of Parent Borrower, showing: (i) the number of shares of each class of common and preferred Stock (if applicable) Equity Interests authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding capital Stock Equity Interests of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessableassessable (to the extent such concepts are applicable in the relevant jurisdiction) and all such shares and other equity interests indicated on Schedule 4.1(c) as owned by Parent Borrower or another Subsidiary are owned, beneficially and of record, by Parent Borrower or any Subsidiary free and clear of all Liens, other than Permitted Liens and Liens created under the Loan Documents. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letter4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Parent Borrower’s or any of its Restricted Subsidiaries’ (other than Excluded Subsidiaries) capital StockEquity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) incorporation and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or qualified reasonably could be expected to result in have a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set forth a complete and accurate description of the authorized capital Stock of Borrower, by class, and a description of the number of shares of each such class that were issued and outstanding as of the date of such filings. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11)5.8, is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: : (i) the jurisdiction of their incorporation; (ii) the number of shares of each class of common and preferred Stock stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (dc) Except as set forth on Schedule 4.1(c5.8, no capital stock (or any securities, instruments, warrants, options, purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock) of any direct or indirect Subsidiary of Borrower is subject to the Disclosure Letterissuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto. (d) On the Closing Date, after giving effect to the transactions contemplated hereunder to occur on the Closing Date, (i) the authorized Common Stock will consist of the types and number of shares of capital stock set forth on Schedule 5.8 hereto and (ii) except for any Warrants executed and delivered pursuant to Section 12 hereof and set forth on Schedule 5.8 hereto, there are no subscriptionsoutstanding warrants issued by Borrower, optionsnor are there any outstanding obligations of Borrower to repurchase, warrantsredeem, or calls relating to otherwise acquire any shares of Common Stock of Borrower’s Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under nor are there any outstanding security or other instrument. Neither obligations of Borrower nor any of its Subsidiaries (other than Excluded Subsidiaries) is subject to make payments to any obligation (contingent Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to the fair market value or otherwise) to repurchase or otherwise acquire or retire any shares equity value of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Parent and each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made Set forth on Schedule 4.8(b) (which Administrative Borrower may amend from time to time solely to reflect new classes of capital Stock of Parent and new Subsidiaries formed in accordance with the SEC set forth Section 5.16) is a complete and accurate description of the authorized capital Stock of BorrowerParent, each Borrower and their respective Subsidiaries, by class, and and, as of the Closing Date, a description of the number of shares of each such class that were are issued and outstanding outstanding. Other than as of the date of such filings. (c) Set forth described on Schedule 4.1(c4.8(b) to the Disclosure Letter (as such Schedule which Administrative Borrower may be updated amend from time to time solely to reflect changes permitted to be made under Section 5.11), is a complete and accurate list new classes of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued Parent and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letternew Subsidiaries formed in accordance with Section 5.16), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s, any Borrower’s or any of their respective Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither None of Parent, any Borrower nor or any of its their respective Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ its capital Stock or any security convertible into or exchangeable for any such of its capital Stock. (c) Set forth on Schedule 4.8(c) (which Administrative Borrower may amend from time to time solely to reflect new Subsidiaries formed in accordance with Section 5.16) is a complete and accurate list of Parent’s and each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent or the applicable Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Parent and each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) their organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made Set forth on Schedule 4.5(b) (which Administrative Borrower may amend from time to time solely to reflect new classes of capital Stock of Parent and new Subsidiaries formed in accordance with the SEC set forth Section 5.16) is a complete and accurate description of the authorized capital Stock of BorrowerParent, each Borrower and their respective Subsidiaries, by class, and and, as of the Closing Date, a description of the number of shares of each such class that were are issued and outstanding outstanding. Other than as of the date of such filings. (c) Set forth described on Schedule 4.1(c4.5(b) to the Disclosure Letter (as such Schedule which Administrative Borrower may be updated amend from time to time solely to reflect changes permitted to be made under Section 5.11), is a complete and accurate list new classes of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued Parent and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure Letternew Subsidiaries formed in accordance with Section 5.16), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s, any Borrower’s or any of their respective Subsidiaries’ (other than Excluded Subsidiaries) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither None of Parent, any Borrower nor or any of its their respective Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ its capital Stock or any security convertible into or exchangeable for any such of its capital Stock. (c) Set forth on Schedule 4.5(c) (which Administrative Borrower may amend from time to time solely to reflect new Subsidiaries formed in accordance with Section 5.16) is a complete and accurate list of Parent’s and each Borrower’s direct and indirect Subsidiaries, (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent or the applicable Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) The Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in have a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Borrower’s most recent public filings made with the SEC set Set forth on Schedule 5.8(b), is a complete and accurate description as of the Closing Date of the authorized capital Stock of the Borrower, by class, and a description and, as of the Closing Date, the number of shares of each such class that were are issued and outstanding outstanding. Other than as described on Schedule 5.8(b), as of the date of such filings. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries (other than Excluded Subsidiaries), showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries (other than Excluded Subsidiaries), and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary (other than Excluded Subsidiaries) has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) to the Disclosure LetterClosing Date, there are no subscriptions, options, warrants, or calls relating to any shares of the Borrower’s Subsidiaries’ 's Stock, including any right of conversion or exchange under any outstanding security or other instrument. The Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Stock or any security convertible into or exchangeable for any of its Stock. (c) As of the Closing Date, Party City Michigan, Inc., is the Borrower's only Subsidiary and is a wholly-owned Subsidiary. Schedule 5.8(c) sets forth Party City Michigan, Inc.'s (i) jurisdiction of organization; (ii) number of shares of each class of common and preferred Stock authorized for such Subsidiary; and (iii) the number of outstanding shares of each such class. All of the outstanding Stock of such Subsidiary has been validly issued and is fully paid and non-assessable. Party City Michigan, Inc., is a shell corporation which does not now conduct business or hold any assets or liabilities (other than Excluded the Guaranty Agreement) and has not, in the five years immediately preceding the Closing Date, done any business, held any material assets or liabilities (other than guarantees in favor of (A) the Existing Lender and (B) certain other former lenders), or paid any taxes other than franchise taxes. (d) Except as set forth on Schedule 5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of the Borrower's Subsidiaries) capital ' Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither the Borrower nor any of its respective Subsidiaries (other than Excluded Subsidiaries) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the Borrower’s 's Subsidiaries’ capital ' Stock or any security convertible into or exchangeable for any such capital Stock.