Common use of Due Organization - Corporate Authorization Clause in Contracts

Due Organization - Corporate Authorization. No Conflicts. (a) Each Loan Party presently is and shall hereafter remain in good standing in its State of organization and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Agent with prior written notice of any entity’s becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (d) Each Loan Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties of each Loan Document to which it is a party; the Loan Parties’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts. (a) Each Loan Party . Other than Investment, each Borrower presently is and shall hereafter remain in good standing as a corporation in its the State of organization referenced in the Preamble hereto and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ such Borrower's assets or operation of the Loan Parties’ such Borrower's business, such qualification is may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not have result in a Material Adverse EffectChange. (ba) Each Related Entity as of the Effective Date is listed on EXHIBIT 47-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not reasonably be expected to have result in a Material Adverse EffectChange. The Borrower Borrowers shall provide the Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (db) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver to the Administrative Agent all and singular the Loan Documents to which such Loan Party Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ec) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ each Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties such Borrower as contemplated hereby); and each Loan Party’s Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts. (a) Each Loan Party Borrower presently is and shall hereafter remain in good standing as a corporation in its the State of organization referenced in the Preamble hereto and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ such Borrower's assets or operation of the Loan Parties’ such Borrower's business, such qualification is may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not have result in a Material Adverse EffectChange. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 47-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not reasonably be expected to have result in a Material Adverse EffectChange. The Borrower Borrowers shall provide the Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver to the Administrative Agent all and singular the Loan Documents to which such Loan Party Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ each Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties such Borrower as contemplated hereby); and each Loan Party’s Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) the organizational documents obligation of such Loan PartyBorrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party any Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower party thereto and are the legal, valid and binding obligations of the Loan Parties each Borrower party thereto, enforceable against the Loan Parties each Borrower party thereto in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No ConflictsNO CONFLICTS. (a) Each Loan Party Borrower presently is and shall hereafter remain in good standing in as a corporation under the laws of the state of its State of organization respective incorporation, and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s Borrower's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or assets of that Borrowers. The Borrower Borrowers' Representative shall provide the Administrative Agent with Certificates of such qualification from the Secretaries of State of each State in which each Borrower is so qualified. (b) Each Related Entity is listed on EXHIBIT 5:5-2, annexed hereto. Each Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is duly qualified in which other State in which, by reason of that entity's assets or the operation of such entity's business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of that Related Entity. The Borrowers's Representative shall provide the Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (d) Each Loan Party has The Borrowers have all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is the Borrowers are a party and has have and will hereafter retain all requisite corporate power to perform all Liabilities. (ed) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrowers' consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrowers as contemplated herebyin this Agreement); each Loan Party’s the Borrowers' performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) obligation of the organizational documents of Borrowers where such Loan Partycontravention would have a material adverse effect on the Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrowers pursuant to any Requirement of Law or obligation, except pursuant to or as permitted by the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrowers and are the legal, valid and binding obligations of the Loan Parties Borrowers, enforceable against the Loan Parties Borrowers in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating subject to or affecting limitations on the rights and remedies of secured creditors generally imposed under bankruptcy or insolvency law and except as that the remedy availability of specific performance or injunctive equitable relief is subject to the discretion of the court before from which any proceeding therefor may be broughtsuch relief is sought.

Due Organization - Corporate Authorization. No Conflicts.. --------------------------------------------------------- (a) Each Loan Party Borrower presently is and shall (except as otherwise permitted by this Agreement in connection with (i) permitted store closings, (ii) restructurings of the manner in which the Borrowers carry on their business, and (iii) mergers between or among Related Entities) hereafter remain in good standing in its as a corporation organized under the laws of the State of organization and each is its incorporation indicated in EXHIBIT 4.2 to this Agreement and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's assets or operation of the Loan Parties’ that Borrower's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-24.2, annexed hereto. Each Subsidiary Related Entity is and shall (except as otherwise permitted by Agreement (i) in connection with permitted store closings, (ii) restructurings of the manner in which they carry on their business, and (iii) mergers between or among Related Entities) hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified as a foreign corporation in which every other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Lead Borrower shall provide the Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party Borrower shall change its State of incorporation or its taxpayer identification number without the prior consent of the notification to Agent. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party it is a party and has and will hereafter hereafter, subject to Section 4.2(a), retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties of each Loan Document to which it by each Borrower, or by the Lead Borrower on behalf of each Borrower that is a party; the Loan Parties’ party thereto, such Borrower's consummation of the transactions contemplated by such Loan Documents Document (including, without limitation, the creation of security interests by the Loan Parties such Borrower as contemplated hereby); each Loan Party’s , such Borrower's performance under those of the such Loan Documents to which it is a party; Document, the borrowings hereunder; , and the use of the proceeds thereof:. (i) Have been duly authorized by all necessary corporate action. action on the part of such Borrower; (ii) Do not, and will not, contravene in any material respect with any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) the organizational documents obligation of such Loan Party. Borrower; and (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party such Borrower pursuant to any Requirement of Law or obligationobligation of such Borrower, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts.. --------------------------------------------------------- (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Delaware corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Agent Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number without the prior consent of the Agentnumber. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) obligation of the organizational documents of such Loan PartyBorrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts.. --------------------------------------------------------- (a) Each Loan Party Borrower and each Guarantor presently is and shall (except as otherwise permitted by this Agreement in connection with (i) permitted store closings, (ii) restructurings of the manner in which the Borrowers or Guarantors carry on their business, and (iii) mergers between or among Related Entities) hereafter remain in good standing in its as a corporation organized under the laws of the State of organization and each is its incorporation indicated in EXHIBIT 4.2 to this Agreement and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's or Guarantor's assets or operation of the Loan Parties’ that Borrower's or Guarantor's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-24.2, annexed hereto. Each Subsidiary Related Entity is and shall (except as otherwise permitted by Agreement (i) in connection with permitted store closings, (ii) restructurings of the manner in which they carry on their business, and (iii) mergers between or among Related Entities) hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified as a foreign corporation in which every other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Lead Borrower shall provide the Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party Borrower or any Guarantor shall change its State of incorporation or its taxpayer identification number form of organization without the prior consent of the notification to Agent. (d) Each Loan Party Borrower and each Guarantor has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party it is a party and has and will hereafter hereafter, subject to Section 4.2(a), retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties of each Loan Document to which it by each Borrower and each Guarantor, or by the Lead Borrower on behalf of each Borrower that is a party; the Loan Parties’ party thereto, such Borrower's and Guarantor's consummation of the transactions contemplated by such Loan Documents Document (including, without limitation, the creation of security interests by the Loan Parties such Borrower and Guarantor as contemplated hereby); each Loan Party’s , such Borrower's and Guarantor's performance under those of the such Loan Documents to which it is a party; Document, the borrowings hereunder; , and the use of the proceeds thereof, and the guaranties of the Guarantors: (i) Have been duly authorized by all necessary corporate action.action on the part of such Borrower or Guarantor, as the case may be; (ii) Do not, and will not, contravene in any material respect with any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) the organizational documents obligation of such Loan Party.Borrower or Guarantor, as the case may be; and (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party such Borrower or Guarantor, as the case may be pursuant to any Requirement of Law or obligationobligation of such Borrower or Guarantor, as the case may be, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party the Lead Borrower on behalf of itself and the other Borrowers and by the Guarantors and are the legal, valid and binding obligations of the Loan Parties Borrowers and Guarantors, enforceable against the Loan Parties Borrowers and Guarantors in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws of general application relating to or affecting generally the enforcement of creditors' rights and remedies or by general principles of creditors generally and except as the remedy equity (regardless of specific performance whether such principles are considered in a proceeding at law or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be broughtin equity).

Due Organization - Corporate Authorization. No ConflictsNO CONFLICTS. (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Missouri corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s Borrower's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have no more than a Material Adverse Effectde minimis adverse effect on the business or a assets of the Borrower. (b) Each Affiliate is listed on EXHIBIT 4.2, annexed hereto. The Borrower shall provide the Agent Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entityan Affiliate. (c) No Loan Party The Borrower shall not change its State of incorporation or nor its taxpayer identification number without the prior consent of the Agentnumber. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests Collateral Interests by the Loan Parties as contemplated herebyBorrower to secure the Liabilities); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) obligation of the organizational documents of such Loan PartyBorrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts. (a) Each Loan Party Borrower presently is and shall hereafter remain in good standing in its as a corporation organized under the laws of the State of organization its incorporation indicated in the Preamble to this Agreement and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's assets or operation of the Loan Parties’ that Borrower's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 44:4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Lead Borrower shall provide the Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party Borrower shall change its State of incorporation or its taxpayer identification number without the Agent's prior consent of the Agentconsent. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is the Borrowers are a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ that Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrowers as contemplated hereby); each Loan Party’s that Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.borrowings

Due Organization - Corporate Authorization. No ConflictsNO CONFLICTS. (a) Each Loan Party The exact name of the Borrower, as set forth in the Borrower’s organizational documents, is set forth in EXHIBIT 4.2 hereof. The Borrower presently is and shall hereafter remain in good standing in its State and be duly organized under the laws of organization and each is Delaware and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower’s assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entityBorrower’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. EXHIBIT 4.2 accurately describes the corporate structure of the Borrower and its Subsidiaries. (b) EXHIBIT 4.2 accurately identifies each Subsidiary and each Subsidiary’s (i) form of legal entity, (ii) the number of shares of capital stock issued, (iii) the number of shares owned by the Borrower, (iv) the jurisdiction of organization, and (v) whether the Subsidiary qualifies as an Inactive Subsidiary. The Borrower shall provide the Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related EntitySubsidiary. (c) No Loan Party The Borrower shall not change its State of incorporation or its taxpayer organizational identification number without unless the Borrower shall have given the Agent prior consent of the Agentwritten notice thereof. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; , the Loan Parties’ Borrower’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests Collateral Interests by the Loan Parties as contemplated herebyBorrower to secure the Liabilities); each Loan Party, the Borrower’s performance under those of the such Loan Documents to which it is a party; Document, the borrowings hereunder; , and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action.action on the part of the Borrower; (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Law or obligation of the Borrower except to the extent any such contravention would not reasonably be expected to have a Material Indebtedness, or (C) the organizational documents of such Loan Party.Adverse Effect; and (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligationobligation of the Borrower, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party the Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws of general application relating to or affecting limiting creditors’ rights generally or by equitable principles relating to enforceability. (g) Neither the rights Borrower, nor any of its Subsidiaries, has engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other anti-money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and remedies Anti-Terrorist Financing Act of creditors generally 2001, Trading with the Enemy Act (50 U.S.C. 1 et seq., as amended), any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, the Uniting and except Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and the regulations promulgated thereunder (collectively, the "Patriot Act"), or any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), or (ii) in contravention of Executive Order No. 13224 issued by the President of the United States on September 24, 2001 (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), as may be amended or supplemented from time to time ("Executive Order 13224") or (iii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the remedy United Nations, North Atlantic Treaty Organization, Organization of specific performance Economic Cooperation and Development, OFAC, Financial Action Task Force, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or injunctive relief any country or organization, all as may be amended from time to time. As of the Closing Date, neither the Borrower nor any of its Subsidiaries (i) that is listed in the Annex to or is otherwise subject to the discretion provisions of the court before which Executive Order 13224, (ii) whose name appears on OFAC’s most current list of "Specifically Designed Nationals and Blocked Persons," (iii) who commits, threatens to commit or supports "terrorism", as that term is defined in Executive Order 13224, or (iv) who has been associated with or is otherwise affiliated with any proceeding therefor may be broughtentity or person listed above.

Due Organization - Corporate Authorization. Authoriza. on - No Conflicts. (a) Each Loan Party presently Borrower is and shall hereafter remain in good standing as a corporation in the state of its State of organization organization, as referenced in the Preamble, and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s Borrower's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse EffectEffect on the business or assets of that Borrower. (b) Each Related Entity is listed on EXHIBIT 5-2, annexed hereto. The Lead Borrower shall provide the Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. The aggregate assets of all Guarantors other than X. Xxxxx, Inc. is, and shall remain, less than $100,000.00, plus the value (if any) of the claim of Xxxxx Shoe (Canada) Ltd. against Hudsons Bay Company. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver all to the Lender those Loan Documents to which such Loan Party that Borrower is a party and has and will hereafter retain all requisite corporate power to perform all the Liabilities. (ed) The Each Borrower's: execution and delivery by the Loan Parties of each Loan Document to which it is a party; the Loan Parties’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the borrowing hereunder and use of the proceeds thereof: : (i) Have has been duly authorized by all necessary corporate action. ; (ii) Do does not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) Law where such contravention would have more than a de minimus adverse effect on the organizational documents of such Loan Party. Borrowers; (iii) Will does not, and will not, contravene in any material respect any material obligation of that Borrower; and (iv) will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, that Borrower except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by the Lead Borrower and each Loan Party Obligor and are the legal, valid and binding obligations of the Loan Parties Lead Borrower and each Obligor, enforceable against the Loan Parties each in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts. (a) Each Loan Party The Borrowers presently is are and shall hereafter remain in good standing as a corporation in its the State of organization referenced in the Preamble hereto and each is are and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect.shall (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 46-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition, assets and/or business of any such Related Entity. The Borrower Borrowers shall provide the Agent Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (d) Each Loan Party has The Borrowers have all requisite corporate power and authority to execute and deliver to the Lender all and singular the Loan Documents to which such Loan Party is the Borrowers are a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ each Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties Borrower as contemplated hereby)) ; and each Loan Party’s Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: thereof as contemplated herein: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents of such Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts.. --------------------------------------------------------- (a) Each Loan Party The Borrower presently is and shall hereafter remain in good standing in its State of organization as a Delaware corporation and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be desirable or necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 45-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Agent Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent. (d) Each Loan Party The Borrower has all requisite corporate power and authority to execute and deliver to the Lender all and singular the Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties Borrower of each Loan Document to which it is a party; the Loan Parties’ Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security and mortgage interests by the Loan Parties Borrower as contemplated hereby)) ; each Loan Party’s and the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, not contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) obligation of the organizational documents of such Loan PartyBorrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and are the legal, valid and binding obligations of the Loan Parties Borrower, enforceable against the Loan Parties Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No Conflicts. (a) Each Loan Party The Borrower and each member of the GTS Consolidated Group presently is are and shall hereafter remain in good standing as a limited partnership or a corporation in its State of organization the state in which it is organized or incorporated and each is are and shall hereafter remain duly qualified and in good standing in every other State state in which, by reason of the nature or location of the Loan Parties’ Borrower's assets or operation of the Loan Parties’ Borrower's business, such qualification is may be necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 45-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State state in which incorporated and is and shall hereafter remain duly qualified in which other State state in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Borrower shall provide the Agent Lender with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent The Borrower and each member of the Agent. (d) Each Loan Party has GTS Consolidated Group have all requisite corporate power and authority to execute and deliver all and singular the Loan Documents to which such Loan Party the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all and singular the Liabilities. (ed) The execution and delivery by the Loan Parties Borrower and each member of the GTS Consolidated Group of each Loan Document to which it is a party; the Loan Parties’ Borrower's and each member of the GTS Consolidated Group's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrower and each member of the GTS Consolidated Group as contemplated hereby); each Loan Party’s the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary legal or corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) obligation of the organizational documents Borrower or any member of such Loan Partythe GTS Consolidated Group. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrower or of any of the GTS Consolidated Group pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (fe) The Loan Documents have been duly executed and delivered by each Loan Party Borrower and the GTS Consolidated Group and are the legal, valid and binding obligations of the Loan Parties Borrower and each member of the GTS Consolidated Group, enforceable against the Loan Parties Borrower and each member of the GTS Consolidated Group in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Due Organization - Corporate Authorization. No ConflictsNO CONFLICTS. (a) Each Loan Party Borrower presently is and shall hereafter remain in good standing in its as a corporation organized under the laws of the State of organization its incorporation indicated in the Preamble to this Agreement and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ that Borrower's assets or operation of the Loan Parties’ that Borrower's business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Each Related Entity as of the Effective Date is listed on EXHIBIT 4-2, annexed hereto. Each Subsidiary Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which each other State in which, by reason of that entity’s 's assets or the operation of such entity’s 's business, such qualification may be is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Lead Borrower shall provide the Agent with prior written notice of any entity’s 's becoming or ceasing to be a Related Entity. (c) No Loan Party Borrower shall change its State of incorporation or its taxpayer identification number without the Agent's prior consent of the Agentconsent. (d) Each Loan Party Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is the Borrowers are a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Loan Parties each Borrower of each Loan Document to which it is a party; the Loan Parties’ that Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties Borrowers as contemplated hereby); each Loan Party’s that Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, Law or (C) obligation of the organizational documents of such Loan PartyBorrowers. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party the Borrowers pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (f) The Loan Documents have been duly executed and delivered by each Loan Party Borrowers and are the legal, valid and binding obligations of the Loan Parties Borrowers, enforceable against the Loan Parties Borrowers in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.with