Cosmos is duly incorporated, validly and in good standing existing under the laws of Nevada, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and approvals will not, in the aggregate, either # have a Material Adverse Effect on the business, assets or financial condition of Cosmos, or # impair the ability of Cosmos to perform its material obligations under this Agreement. Cosmos is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.

Incorporation; Good Standing. Each of the Borrowers and each of [[Released U.K. Borrowers:Organization]]’s Consolidated Subsidiaries (other than Immaterial Subsidiaries) # is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, # has all requisite power to own its property and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantially in the manner presently conducted by them, and # is in good standing (or such qualification can be readily obtained without material penalty) in, and is duly authorized to do business in, each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification necessary, except where a failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of [[Released U.K. Borrowers:Organization]] and its Consolidated Subsidiaries, taken as a whole.

Good Standing; Authority. The [[Organization A:Organization]] and each Subsidiary (if either is not an individual) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed. The [[Organization A:Organization]] and each Subsidiary is duly authorized to do business in each jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and has the power and authority to own each of its assets and to use them in the ordinary course of business as contemplated now and in the future.

Good Standing Certificates. [[Organization B:Organization]] shall have received good standing certificates for each Borrower dated not more than 30 days prior to the date of the Designated Borrower Notice issued by [[Organization B:Organization]] with respect to such Applicant Borrower, issued by the Secretary of State or other appropriate official of such Applicant Borrower's jurisdiction of incorporation or formation and each jurisdiction where the conduct of each Borrower's business activities or the ownership of its properties necessitates qualification;

Incorporation; Good Standing. Borrower is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. Borrower # has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, and # is in good standing and is duly authorized to do business in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect.

Good Standing Certificates. The Agent shall have received, with a copy for each Bank, copies of certificates dated as of a recent date from the Secretary of State or other appropriate authority of such jurisdiction, evidencing the good standing of ​ in its jurisdiction of incorporation and in Kentucky.

Good Standing; Authority. Borrower is an entity or sole proprietor # duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, # duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and # has the power and authority to own each of its assets and to use them as contemplated now or in the future.

Good Standing Certificates. A certificate evidencing good standing of the Company and the Guarantors in their respective jurisdictions of organization as of a recent date. A certificate evidencing qualification by such entity as a foreign corporation in good standing issued by the Secretaries of State (or comparable office) as of a recent date in such other jurisdictions as the Initial Purchasers may reasonably request.

Incorporation; Good Standing. The Company # is a company duly organized, validly existing and in good standing under the laws of Bermuda, # has all requisite corporate (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and # is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a Material Adverse Effect.

Incorporation; Good Standing. Each of the [[Organization A:Organization]] and [[Organization C:Organization]] # is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, # has all requisite corporate power to own its property and conduct its business as now conducted, and # is in good standing as a foreign corporation and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, and their Subsidiaries, taken as a whole.