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. 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.

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.

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.

Closing Certificate; Certified Articles of Incorporation; Good Standing Certificate. The Lender shall have received # a certificate of the Borrower, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents, # identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and the Financial Officers, and # contain appropriate attachments, including the articles of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws (or certification that there has been no change to the bylaws since the copy previously delivered to the Lender), and # a long form good standing certificate for the Borrower from its jurisdiction of organization.

Attached hereto as [Exhibit D] are complete and correct copies as of a recent date of the certificate of good standing for the Company, the certificate of existence for ​ of North Carolina, LLC and the certificates of fact for each of [[Organization B:Organization]], [[Organization C:Organization]] and [[Organization D:Organization]].

good standing certificates for the State of Nevada; and

The Good Standing Certificates required by Section 6.1(e)

certificates of good standing and existence for each Credit Party, in each state in which each such Person is organized, which certificate shall be dated a date not sooner than 30 days prior to Amendment No. 1 Effective Date; and

Exhibit #(a)(xix): Formation Documents, Good Standing Certificates, and Licenses