Common use of Governmental and Third-Party Authorization; Permits Clause in Contracts

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenses, Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary has, to the extent applicable, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvals, except where the failure to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its business.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries (including all Excluded Subsidiaries) of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Effective Date will have been) made or obtained and that are (or on the Closing Effective Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.48.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower and its Subsidiaries (including all Excluded Subsidiaries) and each Managed Practice (i) has, and is in good standing with respect to, all governmental approvals, Licenses, permits and other Licenses and (to the extent applicable) all Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except (ii) has obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries to the extent prudent and customary in the industry in which the Borrower, any of its Subsidiaries or any Managed Practice is engaged or to the extent required for rehabilitation entities or skilled nursing facilities, and (iii) if required, has obtained and maintains Medicaid Certification and Medicare Certification, (iv) if required, has entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement, except, in each case referred to in clauses (i) through (iv), for those instances the failure to obtain or enter into which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary hasThere is no pending or, to the extent applicable, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvals, except where the failure to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation knowledge of the business Borrower, threatened Limitation of any such approval, permit or other License or Reimbursement Approval of the Borrower or any Subsidiary (including all Excluded Subsidiaries) or any Managed Practice, except for such Limitations as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (c) Each professional employee, officer and neither director of the Borrower, the Borrower's Subsidiaries (including all Excluded Subsidiaries), and any Managed Practices providing professional services to patients of the Borrower nor or any such Subsidiary is duly Licensed (where License is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such employee, officer or director, in which the Borrower or its Subsidiaries (including all Excluded Subsidiaries) is located, required to enable such employee, officer or director to provide the professional services necessary to enable the Borrower or such Subsidiary to operate as currently operated and as presently contemplated to be operated and in connection with each such employee related to the duties performed by such employee. All such required Licenses are in full force and effect on the date hereof and have entered into Medicaid not been revoked or Medicare provider agreements for suspended or otherwise limited except where such limitation would not be reasonably expected to result in a Material Adverse Effect. Each physician retained or otherwise engaged as an independent contractor by the operation of Borrower or its businessSubsidiaries (including all Excluded Subsidiaries) possesses a valid narcotics number issued by the United States Drug Enforcement Administration and a valid state narcotics registration.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements statements, the filing of a charge with the Registrar of Companies in Bermuda and with the Registrar of Companies in England and Wales and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) other than such consents, approvals, authorizations and filings other actions that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower Credit Parties and its their respective Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Insurance Subsidiary, as of the foregoingRestatement Effective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, and maintains (ii) no such suspension, revocation or limitation is threatened in good standing all required Licenses writing by any relevant Insurance Regulatory Authority, that, in each instance under (i) and Reimbursement Approvals(ii) above, except where would individually or in the failure aggregate, reasonably be expected to do so would not have a Material Adverse Effect. As of the Restatement Effective Date, and (ii) no Insurance Subsidiary transacts any insurance business, directly or indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such business requires any license, permit or other authorization of an Insurance Regulatory Authority of such jurisdiction except to the extent prudent and customary in that the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required failure to have entered into Medicaid any such license, permit or Medicare provider agreements for the operation of its business.other authorization would not reasonably be expected to have a Material Adverse Effect..

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries or Kingsway America of this Agreement or any of the other Credit Loan Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule "J", and (iiiii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) . Each of the Borrower Borrower, Kingsway America and its the Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likelycould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limitation . (b) Schedule "K" lists with respect to each Material Subsidiary, as of the foregoingClosing Date, all of the jurisdictions in which such Material Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower and each Subsidiary has, to "Licenses"). To the extent applicableknowledge of the Borrowers, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvalsno such License is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by an relevant Insurance Regulatory Authority. No Medicaid Material Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule "K", where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code UCC financing statements and other instruments instruments, registration and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule 5.4, (iii) in the case of Capital Stock constituting Collateral, such filings and approvals as may be required in connection with a disposition of any such Capital Stock by laws affecting the offering and sale of securities generally, (iv) in the case of the exercise of any rights and remedies under the Security Documents in relation to the Capital Stock issued by the UK Borrower or any direct or indirect parent company of the UK Borrower, any obligation to seek or obtain the prior approval of and/or notify the UK Financial Services Authority (or any successor or replacement authority) pursuant to Part XII of the UK Financial Services and Markets Xxx 0000 (headed “Control over Authorised Persons”) and (iiiv) consents and filings the failure to obtain or make which would notwhich, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) . Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, Consolidated Entity has all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likelywhich, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary has, to the extent applicable, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvals, except where the failure to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its business.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Borrowers and its their respective Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Insurance Subsidiary, as of the foregoingRestatement Effective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, (ii) there is no sustainable basis for such a suspension, revocation or limitation of any relevant License, and maintains (iii) no such suspension, revocation or limitation of any relevant License is threatened by any relevant Insurance Regulatory Authority, that, in good standing all required Licenses and Reimbursement Approvalseach instance under clause (i), except where (ii) or (iii) above, would individually or in the failure to do so would not aggregate, have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No Except as set forth on Schedule 5.4, no consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the such Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documentssuch consents, (ii) consentsapprovals, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, other actions which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the such Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would could not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Insurance Subsidiary of such Borrower, as of the foregoingClosing Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, and maintains (ii) no such suspension, revocation or limitation is threatened in good standing all required Licenses writing by any relevant Insurance Regulatory Authority, that, in each instance under (i) and Reimbursement Approvals(ii) above, except where could individually or in the failure aggregate, reasonably be expected to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such . Each Insurance Subsidiary is engaged, has obtained and maintains accreditation in full force and effect all licenses and permits from all generally recognized accrediting agencies for Governmental Authorities and Insurance Regulatory Authorities necessary to operate in the Borrower jurisdictions in which it operates, in each case other than such licenses and its Subsidiaries. No Medicaid permits the failure to obtain or Medicare certifications are required for maintain, individually or in the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required aggregate, could not reasonably be expected to have entered into Medicaid or Medicare provider agreements for the operation of its businessa Material Adverse Effect.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code UCC financing statements and other instruments instruments, registration and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule 5.4, (iii) in the case of Capital Stock constituting Collateral, such filings and approvals as may be required in connection with a disposition of any such Capital Stock by laws affecting the offering and sale of securities generally, (iv) in the case of the exercise of any rights and remedies under the Security Documents in relation to the Capital Stock issued by the UK Borrower or any direct or indirect parent company of the UK Borrower, any obligation to seek or obtain the prior approval of and/or notify the UK Financial Conduct Authority and the UK Prudential Regulation Authority (or any successor or replacement authority (or any other regulator to which the relevant entity becomes subject)) pursuant to Part XII of the UK Financial Services and Markets Xxx 0000 (headed “Control over Authorised Persons”) and (iiiv) consents and filings the failure to obtain or make which would notwhich, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) . Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, Consolidated Entity has all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likelywhich, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary has, to the extent applicable, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvals, except where the failure to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its business.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries (including all Excluded Subsidiaries) of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Effective Date will have been) made or obtained and that are (or on the Closing Effective Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule 8.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower and its Subsidiaries (including all Excluded Subsidiaries) and each Managed Practice (i) has, and is in good standing with respect to, all governmental approvals, Licenses, permits and other Licenses and (to the extent applicable) all Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except (ii) has obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries to the extent prudent and customary in the industry in which the Borrower, any of its Subsidiaries or any Managed Practice is engaged or to the extent required for rehabilitation entities or skilled nursing facilities, and (iii) if required, has obtained and maintains Medicaid Certification and Medicare Certification, (iv) if required, has entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement, except, in each case referred to in clauses (i) through (iv), for those instances the failure to obtain or enter into which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary hasThere is no pending or, to the extent applicable, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvals, except where the failure to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation knowledge of the business Borrower, threatened Limitation of any such approval, permit or other License or Reimbursement Approval of the Borrower or any Subsidiary (including all Excluded Subsidiaries) or any Managed Practice, except for such Limitations as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (c) Each professional employee, officer and neither director of the Borrower, the Borrower’s Subsidiaries (including all Excluded Subsidiaries), and any Managed Practices providing professional services to patients of the Borrower nor or any such Subsidiary is duly Licensed (where License is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such employee, officer or director, in which the Borrower or its Subsidiaries (including all Excluded Subsidiaries) is located, required to enable such employee, officer or director to provide the professional services necessary to enable the Borrower or such Subsidiary to operate as currently operated and as presently contemplated to be operated and in connection with each such employee related to the duties performed by such employee. All such required Licenses are in full force and effect on the date hereof and have entered into Medicaid not been revoked or Medicare provider agreements for suspended or otherwise limited except where such limitation would not be reasonably expected to result in a Material Adverse Effect. Each physician retained or otherwise engaged as an independent contractor by the operation of Borrower or its businessSubsidiaries (including all Excluded Subsidiaries) possesses a valid narcotics number issued by the United States Drug Enforcement Administration and a valid state narcotics registration.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Borrowers and its their respective Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Insurance Subsidiary, as of the foregoingClosing Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, (ii) there is no sustainable basis for such a suspension, revocation or limitation, and maintains (iii) no such suspension, revocation or limitation is threatened by any relevant Insurance Regulatory Authority, that, in good standing all required Licenses each instance under (i), (ii) and Reimbursement Approvals(iii) above, except where would individually or in the failure to do so would not aggregate, have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower Matria and its Subsidiaries of this Agreement or any of the other Credit Transaction Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.45.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Matria and its Subsidiaries (i) has, and is in good standing with respect to, all governmental approvals, Licenses, permits and other Licenses and (to the extent applicable) all Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, (ii) has obtained and maintains accreditation from all generally recognized accrediting agencies to the extent prudent and customary in the industry in which it is engaged or to the extent required under applicable Requirements of Law, and (iii) if and to the extent required, has obtained and maintains Medicaid and Medicare certifications and has entered into and maintains in good standing its Medicare and Medicaid provider agreements, except in each instance under clauses (i) through (iii), for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary hasThere is no pending or, to the extent applicableknowledge of Matria, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvalsthreatened Limitation of any such approval, except where the failure to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its business.permit or

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower Matria and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Restatement Effective Date will have been) made or obtained and that are (or on the Closing Restatement Effective Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.45.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Matria and its Subsidiaries (i) has, and is in good standing with respect to, all governmental approvals, Licenses, permits and other Licenses and (to the extent applicable) all Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, (ii) has obtained and maintains accreditation from all generally recognized accrediting agencies to the extent prudent and customary in the industry in which it is engaged or to the extent required under applicable Requirements of Law, and (iii) if and to the extent required, has obtained and maintains Medicaid and Medicare certifications and has entered into and maintains in good standing its Medicare and Medicaid provider agreements, except in each instance under clauses (i) through (iii), for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary hasThere is no pending or, to the extent applicableknowledge of Matria, (i) obtained and maintains in good standing all required Licenses and threatened Limitation of any such approval, permit or other License or Reimbursement ApprovalsApproval of Matria or any Subsidiary, except where the failure to do so for such Limitations as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its business.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Material Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect, and (iv) consents, authorizations and filings listed on SCHEDULE 5.4. (b) Each The Borrower, each Subsidiary and, to the knowledge of the Borrower and its Subsidiaries as of the Closing Date, each Managed Practice (i) has, and is in good standing with respect to, all governmental approvals, Licenses, permits and other Licenses and (to the extent applicable) all Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except (ii) to the extent applicable, has obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries to the extent prudent and customary in the industry in which the Borrower, any of its Subsidiaries or any Managed Practice is engaged or to the extent required for facilities owned, operated or managed by the Borrower, any of its Subsidiaries or any Managed Practice and (iii) if required, has obtained and maintains Medicaid Certification and Medicare Certification; (iv) if required, has entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement, except, in each case referred to in clauses (i) through (iv), for those instances the failure to obtain or enter into which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary hasThere is no pending or, to the extent applicableknowledge of the Borrower, threatened Limitation of any such approval, permit or other License or Reimbursement Approval of the Borrower, any Subsidiary or any Managed Practice (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvalsas of the Closing Date), except where the failure to do so for such Limitations as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (c) Each professional employee, officer and (ii) director of the Borrower, its Subsidiaries, and, to the extent prudent and customary in the industry in which knowledge of the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation as of the business Closing Date, any Managed Practices providing professional services to patients of the Borrower or any such Subsidiary and neither is duly Licensed (where License is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such employee, officer or director, in which the Borrower nor any or Subsidiary is located, required to have entered into Medicaid enable such employee, officer or Medicare provider agreements for director to provide the operation of its business.professional services necessary to enable the Borrower or Subsidiary to operate as currently operated and as presently contemplated to be operated, except

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Borrowers and its their respective Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Insurance Subsidiary, as of the foregoingRestatement Effective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, (ii) there is no sustainable basis for such a suspension, revocation or limitation, and maintains (iii) no such suspension, revocation or limitation is threatened by any relevant Insurance Regulatory Authority, that, in good standing all required Licenses each instance under (i), (ii) and Reimbursement Approvals(iii) above, except where would individually or in the failure to do so would not aggregate, have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, (ii) filings pursuant to the Exchange Act, which will be made as soon as practicable after the Closing Date, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) To the knowledge of the foregoing, the Borrower and each Subsidiary has, to the extent applicableBorrower, (i) obtained no license, permit or authorization to transact insurance and maintains in good standing all required Licenses and Reimbursement Approvalsreinsurance business is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by any relevant Insurance Regulatory Authority. No Medicaid Material Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on SCHEDULE 4.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documentssuch consents, (ii) consentsapprovals, authorizations and filings other actions that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the The Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would could not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 4.4 lists with respect to each Insurance Subsidiary, as of the foregoingClosing Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings and maintains (ii) no such suspension, revocation or limitation is threatened in good standing all required Licenses writing by any relevant Insurance Regulatory Authority, that, in each instance under (i) and Reimbursement Approvals(ii) above, except where could individually or in the failure aggregate, reasonably be expected to do so would not have a Material Adverse Effect. As of the Closing Date, and (ii) no Insurance Subsidiary transacts any insurance business, directly or indirectly, in any jurisdiction other than those listed on Schedule 4.4, where such business requires any license, permit or other authorization of an Insurance Regulatory Authority of such jurisdiction except to the extent prudent and customary in that the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required failure to have entered into Medicaid any such license, permit or Medicare provider agreements for the operation of its businessother authorization could not reasonably be expected to have a Material Adverse Effect.

Governmental and Third-Party Authorization; Permits. (a) No Except as set forth on Schedule 4.4, no consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries such Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments the filing of a charge with the Registrar of Companies in Bermuda and actions necessary to perfect the Liens created by the Security Documents, (ii) such consents, approvals, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, other actions which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower such Credit Party and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would could not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 4.4 lists with respect to each Insurance Subsidiary of such Credit Party, as of the foregoingClosing Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, and maintains (ii) no such suspension, revocation or limitation is threatened in good standing all required Licenses writing by any relevant Insurance Regulatory Authority, that, in each instance under (i) and Reimbursement Approvals(ii) above, except where could individually or in the failure aggregate, reasonably be expected to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such . Each Insurance Subsidiary is engaged, has obtained and maintains accreditation in full force and effect all licenses and permits from all generally recognized accrediting agencies for Governmental Authorities and Insurance Regulatory Authorities necessary to operate in the Borrower jurisdictions in which it operates, in each case other than such licenses and its Subsidiaries. No Medicaid permits the failure to obtain or Medicare certifications are required for maintain, individually or in the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required aggregate, could not reasonably be expected to have entered into Medicaid or Medicare provider agreements for the operation of its businessa Material Adverse Effect.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries or Kingsway America of this Agreement or any of the other Credit Loan Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule "J", and (iiiii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower Borrowers, Kingsway America and its each of their Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those approvals, licenses, permits and authorizations the failure to obtain of which would not be reasonably likelycould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limitation . (c) Schedule "K" lists with respect to each Material Subsidiary, as of the foregoingClosing Date, all of the jurisdictions in which such Material Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower and each Subsidiary has, to "Licenses"). To the extent applicable, knowledge of the Borrowers: (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvalsno such License is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by a relevant Insurance Regulatory Authority. No Medicaid Material Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule "K", where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries the Guarantors of this Agreement or any of the other Credit Documents to which it is or will be a party Reorganization Documents or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Reorganization Date will have been) made or obtained and that are (or on the Closing Reorganization Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, (ii) filings pursuant to the Exchange Act, which will be made as soon as practicable after the Reorganization Date, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Borrower, the Guarantors and its their Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) To the knowledge of the foregoing, the Borrower and each Subsidiary has, to the extent applicableGuarantors, (i) obtained no license, permit or authorization to transact insurance and maintains in good standing all required Licenses and Reimbursement Approvalsreinsurance business is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by any relevant Insurance Regulatory Authority. No Medicaid Material Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on SCHEDULE 4.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries such Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and the filing of a charge with the Registrar of Companies in Bermuda, if applicable to such Credit Party, and other instruments and actions necessary to perfect the Liens created by the Security Documents, Documents and (ii) such consents, approvals, authorizations and filings other actions that have been (or on or prior to the Closing Date will have been) would not, if not attained, made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would nottaken, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower Such Credit Party and its Subsidiaries has, and is in good standing (to the extent such concept is applicable thereto) with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain or be in good standing (to the extent such concept is applicable thereto) which would not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists, with respect to each of its Insurance Subsidiaries, if applicable, as of the foregoingRestatement Effective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings and maintains (ii) no such suspension, revocation or limitation is threatened in good standing all required Licenses and Reimbursement Approvalswriting by any relevant Insurance Regulatory Authority, except where in each instance under clause (i) or (ii) above, that would, individually or in the failure aggregate, reasonably be expected to do so would not have a Material Adverse Effect. As of the Restatement Effective Date, and (ii) no such Insurance Subsidiary transacts any insurance business, directly or indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such business requires any license, permit or other authorization of an Insurance Regulatory Authority of such jurisdiction except to the extent prudent and customary in that the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required failure to have entered into Medicaid any such license, permit or Medicare provider agreements for the operation of its businessother authorization would not reasonably be expected to have a Material Adverse Effect.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule 5.4, and (iiiii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Material Insurance Subsidiary, as of the foregoingClosing Date, all of the jurisdictions in which such Material Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower "Licenses"), and indicates the line or lines of insurance in which each such Material Insurance Subsidiary has, is permitted to be engaged with respect to each License therein listed. To the extent applicableknowledge of the Borrower, (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvalsno such License is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by any relevant Insurance Regulatory Authority. No Medicaid Material Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Mortgages, Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule 5.4, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, permits, authorizations and all Reimbursement Approvals and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation of the foregoing, the Borrower and each Subsidiary hasThere is no pending or, to the extent applicableknowledge of the Borrower, (i) obtained and maintains in good standing all required Licenses and threatened Limitation of any such governmental approval, license, permit, authorization or Reimbursement ApprovalsApproval of the Borrower or any of its Subsidiaries, except where the failure to do so for such Limitations as would not individually or in aggregate, have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such Subsidiary is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiaries. No Medicare or Medicaid or Medicare certifications are required for the operation of the business of the Borrower or any Subsidiary of its Subsidiaries, and neither the Borrower nor any Subsidiary is required to have entered into any Medicare or Medicaid or Medicare provider agreements agreement for the operation of its business.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries or Kingsway America of this Agreement or any of the other Credit Loan Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE 4.4Schedule “J”, and (iiiii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower Borrowers, Kingsway America and its each of their Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those approvals, licenses, permits and authorizations the failure to obtain of which would not be reasonably likelycould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limitation . (c) Schedule “K” lists with respect to each Material Subsidiary, as of the foregoingClosing Date, all of the jurisdictions in which such Material Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower and each Subsidiary has, to “Licenses”). To the extent applicable, knowledge of the Borrowers: (i) obtained and maintains in good standing all required Licenses and Reimbursement Approvalsno such License is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by a relevant Insurance Regulatory Authority. No Medicaid Material Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule “K”, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries the Guarantors of this Agreement or any of the other Credit Documents to which it is or will be a party Reorganization Documents or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Reorganization Date will have been) made or obtained and that are (or on the Closing Reorganization Date will be) in full force and effect, which consents, authorizations and filings are listed on SCHEDULE Schedule 4.4, (ii) filings pursuant to the Exchange Act, which will be made as soon as practicable after the Reorganization Date, and (iii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Borrower Borrower, the Guarantors and its their Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) To the knowledge of the foregoing, the Borrower and each Subsidiary has, to the extent applicableGuarantors, (i) obtained no license, permit or authorization to transact insurance and maintains in good standing all required Licenses and Reimbursement Approvalsreinsurance business is the subject of a proceeding for suspension, except where the failure to do so would not have a Material Adverse Effect, and revocation or limitation or any similar proceedings; (ii) to the extent prudent there is no sustainable basis for such a suspension, revocation or limitation; and customary in the industry in which the Borrower and (iii) no such Subsidiary suspension, revocation or limitation is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies for the Borrower and its Subsidiariesthreatened by any relevant Insurance Regulatory Authority. No Medicaid Material Insurance Subsidiary transacts any insurance business, directly or Medicare certifications are required for the operation indirectly, in any jurisdiction other than those listed on Schedule 4.4, where such business requires any license, permit or other authorization of the business an Insurance Regulatory Authority of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required to have entered into Medicaid or Medicare provider agreements for the operation of its businesssuch jurisdiction.

Governmental and Third-Party Authorization; Permits. (a) No Except as set forth on Schedule 5.4, no consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries such Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments the filing of a charge with the Registrar of Companies in Bermuda and actions necessary to perfect the Liens created by the Security Documents, (ii) such consents, approvals, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect, other actions which consents, authorizations and filings are listed on SCHEDULE 4.4, and (iii) consents and filings the failure to obtain or make which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower such Credit Party and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, Licenseslicenses, Reimbursement Approvals permits and other authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would could not reasonably be reasonably likelyexpected, individually or in the aggregate, to have a Material Adverse Effect. Without limitation . (c) Schedule 5.4 lists with respect to each Insurance Subsidiary of such Credit Party, as of the foregoingRestatement Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the Borrower “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary has, is permitted to the extent applicable, be engaged with respect to each License therein listed. (i) obtained No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, and maintains (ii) no such suspension, revocation or limitation is threatened in good standing all required Licenses writing by any relevant Insurance Regulatory Authority, that, in each instance under (i) and Reimbursement Approvals(ii) above, except where could individually or in the failure aggregate, reasonably be expected to do so would not have a Material Adverse Effect, and (ii) to the extent prudent and customary in the industry in which the Borrower and such . Each Insurance Subsidiary is engaged, has obtained and maintains accreditation in full force and effect all licenses and permits from all generally recognized accrediting agencies for Governmental Authorities and Insurance Regulatory Authorities necessary to operate in the Borrower jurisdictions in which it operates, in each case other than such licenses and its Subsidiaries. No Medicaid permits the failure to obtain or Medicare certifications are required for maintain, individually or in the operation of the business of the Borrower or any Subsidiary and neither the Borrower nor any Subsidiary is required aggregate, could not reasonably be expected to have entered into Medicaid or Medicare provider agreements for the operation of its businessa Material Adverse Effect.