Officer’s Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each of the Loan Parties and each Non-Recourse Pledgor, dated the Effective Date and executed by each Loan Party’s director, Secretary or Assistant Secretary, which shall # certify the resolutions of its board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the specimen signatures of the officers of such Loan Party or Non-Recourse Pledgor authorized to sign the Loan Documents to which it is a party and, in the case of the Company, its Financial Officers, and # contain appropriate attachments, including the certificate, memorandum or articles of incorporation, association or organization of each Loan Party and each Non-Recourse Pledgor certified (where customary) by the relevant authority of the jurisdiction of organization or incorporation of such Loan Party or Non-Recourse Pledgor and a true and correct copy of its by‑laws or operating, management or partnership agreement, or other organizational, constitutional or governing documents, and # (if available in the relevant jurisdiction) a good standing certificate as of a recent date for each Loan Party and each Non-Recourse Pledgor from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for such Loan Party from the appropriate governmental officer in such jurisdiction.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or duly authorized

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Organization and Good Standing. The Servicer is a duly organized and validly existing limited liability company in good standing under the laws of the jurisdiction of its formation, with the power and authority under its organizational documents and under the laws of its jurisdiction of formation to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Good Standing of Subsidiaries. Each subsidiary listed on [Schedule 1] hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or adverse claim; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary except where such failure would not result in a Material Adverse Effect. Any significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission), direct and indirect, of the Company are listed on [Schedule 1] hereto.

Organization and Good Standing. It has been duly organized, and is validly existing as a national banking association under the laws of the United States,

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 power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Receivables and the other Collateral.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

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.