Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Closing Date and executed by its Secretary, Assistant Secretary or authorized manager or director, which shall # certify the resolutions of its board of directors, board of managers, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, together with any powers of attorney granted in connection therewith, # identify by name and title and bear the signatures of the Financial Officers and any other officers, managers or attorneys of such Loan Party authorized to sign the Loan Documents

“long form” good standing certificates of each Loan Party in its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, bring-down good standing certificates of the Loan Parties;

a certificate of the Secretary of State of the State of Illinois as to the incorporation and good standing of MPG Products under the laws of the State of Illinois as of September 23, 2022 (the "MPG Products Good Standing Certificate" and together with the Woodward Good Standing Certificate and the Woodward HRT Good Standing Certificate, the "Good Standing Certificates");

Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). Except as otherwise disclosed to the Agent, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in [Exhibit 21.1] to the most recent annual report on Form 10-K filed by the Company and incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information.

Organization and Good Standing. YGYI and KII are each a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and have all requisite corporate power to own, lease and operate their properties and to carry on their business as now being conducted.

KGI is a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Florida. INXH and INXL are each a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Florida. Carolina Botanical Development LLC (“CBC”) is a limited liability company duly organized validly existing and in good standing under the applicable laws of the State of South Carolina. Xtraction Services Inc. (“XSI”) is a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Delaware. Noble Tech Ventures, Inc. (“NTV”) is a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Delaware. Each of the Seller, INXL and INXH has all requisite power and authority to own, lease and operate its properties and to carry on the Business as currently conducted. LD owns the Capital Stok of INXL free and clear of all Liens and has the requisite power to sell to KII the Capital Stock of INXL and INXL has the requisite power and authority to own, lease and operate its properties and to carry on the business as currently conducted by INXL. LD and Representing Party own all of the Capital Stock of INXH free and clear of all Liens and has the requisite power to sell to KII the Capital Stock of INXH and INXH has the requisite power and authority to own, lease and operate its properties and to carry on the business as currently conducted by INXH . Each of the Seller, INXL and INXH is duly authorized, qualified and licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except where the failure to be so licensed or qualified or in good standing would not have a Material Adverse Effect. [Schedule 5.1] contains a true and complete list of each jurisdiction in which each of the Sellers is qualified to do business.

Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing, under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has all necessary power, authority and legal right to acquire, own and sell the Collateral.

Organization and Good Standing. The Collateral Manager has been duly organized, and is validly existing as a corporation in good standing, under the laws of Maryland, with all requisite corporate power and authority to own or lease its properties and conduct its business as such business is presently conducted.

Existence and Good Standing. The Company and the Subsidiaries are each duly formed and incorporated, validly existing and registered and in good standing (or equivalent status) under the Laws of their respective jurisdiction of formation or organization. The Company and the Subsidiaries are duly authorized, qualified or licensed to do business and conduct their operations in their respective jurisdiction of formation or organization, and are duly authorized, qualified or licensed to do business and conduct their operations as foreign entities and are in good standing in each of the jurisdictions where the Group Companies are required to be so qualified. Except as set forth in Section 5.1 of the Sellers Disclosure Letter, true, correct and complete copies of the organizational documents of the Group Companies, including their bylaws, each as currently in effect and reflecting any and all amendments thereto until the Closing Date have been delivered to the Buyer. Such organizational documents are in full force and effect, and the Group Companies are not in violation of any provision thereof. The Book of Minutes (“Libro Registro de Actas”) of the Company fully reflects all of the decisions taken by the general shareholders’ meetings and the management body until the date hereof.

Existence and Good Standing. The Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has full entity power and authority to carry on its business as it is currently being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such assets and properties are currently owned, operated and held. The Buyer # has not been declared insolvent or bankrupt and no action or request is pending to declare it insolvent or bankrupt, # has not filed for insolvency, pre-insolvency or bankruptcy and # is not insolvent, bankrupt, unable to pay its debts when and as they fall due or in the process of dissolution, liquidation, compulsory administration, recovery or suspension of payments.