Common use of Existence, Qualification and Power; Compliance with Laws Clause in Contracts

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (a) (other than with respect to the Parent Borrower), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organization formation (to the extent such concept exists in such jurisdiction), (b) in the case of the Loan Parties has all requisite corporate power, limited liability power or other organizational power and authority to (i) own or lease assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable LawsLaws (including the United States Foreign Corrupt Practices Act of 1977, writsas amended), orders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent Borrower), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) subject in the case of each Restricted Subsidiary that is a Debtor to the terms of the Final DIP Order prior to the Conversion Date, has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01with respect to the Case, is in compliance with all applicable LawsLaws (including the USA PATRIOT Act, anti-money laundering laws and OFAC), orders, writs, injunctions and orders and (e) subject in the case of each Restricted Subsidiary that is a Debtor to the terms of the Final DIP Order, has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. (a) Each Loan Party and each member of the Restricted Subsidiary Group that is a Material Subsidiary (ai) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (bii) has all requisite corporate power or other organizational power and authority to (iA) own or lease its assets and carry on its business as currently conducted and (iiB) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (ciii) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (div) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (ev) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (ai) (other than with respect to the Parent any Borrower), (cii)(A) (other than with respect to any Borrower), (diii), (iv) or (ev), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Material Subsidiaries that are Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing (to the extent such concept exists), under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionexists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in material compliance with all applicable LawsLaws (including the USA Patriot Act, the FCPA and OFAC Regulations), writs, injunctions and orders orders, except in such instances in which such Law, writ, injunction or order is being contested in good faith by appropriate proceedings diligently conducted, and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (other than clause (a) (other than with respect as it relates to the Parent good standing of the Borrower), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (other than an Immaterial Subsidiary) (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except except, in each case referred to in clauses clause (a) (other than with respect to the Parent each Borrower), (b)(i) (other than with respect to each Borrower), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under each of the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing (to the extent such concept exists under applicable Law) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionunder applicable Law) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to (x) solely with respect to Restricted Subsidiaries that are not Material Subsidiaries, in clauses clause (a) or (other than with respect to the Parent Borrower), b) and (y) in clause (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(ii) (other than with respect to the Borrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so would or to have such could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws (including the USA PATRIOT Act, Anti-Corruption Laws, anti-money laundering laws and Sanctions), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to Holdings and the Parent Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person (i) duly organized or formed, formed and validly existing and (ii) in good standing (to the extent such concept has a legally recognized meaning in its jurisdiction of organization) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders Laws and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (aa)(i) (other than with respect as to the Parent Borrower and any Material 1003651351v23 Subsidiary that is a Loan Party), clause (a)(ii) (other than as to the Borrower) or clauses (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Except as set forth on Schedule 5.01 or, in the case of clause (d), Schedule 5.06, each Loan Party and each Restricted Subsidiary that is a Material Subsidiary of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionexists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable LawsLaws (including, without limitation, Regulation X of the FRB), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (a) (other than , except, with respect to the Parent Borrower), foregoing clauses (c), (d) or and (e), to the extent that failure to do so as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person duly organized organized, formed, established or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(ii) (other than with respect to the Borrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so would or to have such could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent Borrower), (b)(i) (other than with respect to the Parent Borrower), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Except as set forth on Schedule 5.01 or, in the case of clause (d), Schedule 5.06, each Loan Party and each Restricted Subsidiary that is a Material Subsidiary of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionexists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable LawsLaws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (a) (other than , except, with respect to the Parent Borrower), foregoing clauses (c), (d) or and (e), to the extent that failure to do so as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary other Subsidiary, except for such Non-Loan Party Subsidiaries set forth in Schedule 5.01(a), (a) is a Person duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionexists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable LawsLaws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (a) (other than with respect to the Parent Borrower), clause (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject to in the case of clause (c), to Section 5.03) (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary member of the Bank Group that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent any Borrower), (b)(i) (other than with respect to any Borrower), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws (including the USA PATRIOT Act, Anti-Corruption Laws, anti-money laundering laws and Sanctions), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to Holdings and the Parent Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. Section 5.02

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person duly organized organized, formed, established or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(ii) (other than with respect to the Borrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so would or to have such could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.. 148

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its 144 business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws (including the USA PATRIOT Act, Anti-Corruption Laws, anti-money laundering laws and Sanctions), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to Holdings and the Parent Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organization formation (to the extent such concept exists in such jurisdiction), (b) in the case of the Loan Parties has all requisite corporate power, limited liability power or other organizational power and authority to (i) own or lease assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable LawsLaws (including the United States Foreign Corrupt Practices Act of 1977, writsas amended), orders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent Borrower), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.. Section 5.02

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject to the Legal Reservations and the Perfection Requirements) (a) is a Person duly organized organized, formed, established or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.122 IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws (including the USA PATRIOT Act, Anti-Corruption Laws, anti-money laundering laws and Sanctions), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently 133 conducted; except in each case referred to in clauses clause (a) (other than with respect to Holdings and the Parent Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject to in the case of clause (c), to Section 5.03) (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.. 122

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person (i) duly organized or formed, formed and validly existing and (ii) with respect to any Loan Party that is a Domestic Subsidiary, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) with respect to any Loan Party that is a Domestic Subsidiary, is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders Laws and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (aa)(i) (other than with respect as to the Parent Borrower and any Material Subsidiary that is a Loan Party), clause (a)(ii) (other than as to the Borrower) or clauses (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject, in the case of clause (c), to the Legal Reservations and Section 5.03) (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person (i) duly organized or formed, formed and validly existing and (ii) in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (aa)(i) (other than with respect as to the Parent BorrowerBorrower and any Material Subsidiary that is a Loan Party), clauses (a)(ii) and (b)(i) (other than as to the Borrower) or clause (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Party, HWHI, HGVI and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of HWHI, HGVI, the Borrowers and the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowerCompany), (b)(i) (other than with respect to the BorrowerCompany), (c), (d) or and (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Party, HWHI, HGVI and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of HWHI, HGVI and the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or and (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party The Company and each of its Restricted Subsidiary that is a Material Subsidiary Subsidiaries (a) is a Person (i) duly organized or formed, (ii) validly existing and (iii) in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders Laws and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than than, in the case of (a)(i) and (a)(ii) with respect to any Borrower and any other Loan Party that is a Significant Subsidiary, and in the case of (a)(iii) with respect to the Parent BorrowerCompany and any other Loan Party that is a Significant Subsidiary), (b) (other than in the case of (b)(ii) with respect to any Borrower and any other Loan Party that is a Significant Subsidiary), (c), (d) or and (e), to the extent that any failure to do be so would or to have such could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiary Subsidiaries that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to Holdings and the Parent Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 5.02.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, under Section 5.01(d) to the Confidential Disclosure Letter is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent Borrower), ) (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party The Parent, the Borrower and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in material compliance with all applicable LawsLaws (including the USA #93847511v24 PATRIOT Act and anti-money laundering laws), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent and the Borrower), (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Set forth on Schedule 3.01 hereto is, with respect to the Borrower, the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the documents and certificates relating to the organization, existence and good standing of the Borrower and each Restricted Subsidiary that amendment thereto provided pursuant to Section 4.01(c) is a Material true and correct copy of each such document and certificate, each of which is valid and in full force and effect. The Borrower and each Subsidiary thereof (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (organization, except in the case of any Subsidiary, to the extent such concept exists in such jurisdiction)that the failure to conform to the requirements of this clause (a) could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite corporate power or other organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent Borrowerb)(i), (c), (d) or (ed), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Note Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organization formation (to the extent such concept exists in such jurisdiction), (b) in the case of the Note Parties, has all requisite corporate power, limited liability power or other organizational power and authority to (i) own or lease assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Notes Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable LawsLaws (including the United States Foreign Corrupt Practices Act of 1977, writsas amended), orders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerIssuer), (c), (d) or (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject to in the case of clause (c), to Section 5.03) (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.. Section 5.02

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject to the Legal Reservations and the Perfection Requirements) (a) is a Person duly organized organized, formed, established or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and 117 perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary that is a Material Subsidiary Subsidiaries (subject, in the case of clause (c), to the Legal Reservations and Section 5.03) (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept exists is applicable in such the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification and (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the Borrowers), (c), ) and (d) or (e), to the extent that any failure to do be so would or to have such could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow and to obtain Letters of Credit hereunder, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in 121 compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent Borrowerany Loan Party), (b)(i) (other than with respect to any Loan Party), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to haveso, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Section 5.02.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a of its Material Subsidiary Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing standing, or has taken actions necessary for it to be in good standing, under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionexists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, orders, writs, injunctions and orders (including, for the avoidance of doubt, the United States Foreign Corrupt Practices Act of 1977, as amended, and rules promulgated by the U.S. Treasury Department Office of Foreign Assets Control) and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (a) (other than with respect to the Parent Borrower), clause (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow and to obtain Letters of Credit hereunder, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent Borrowerany Loan Party), (b)(i) (other than with respect to any Loan Party), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to haveso, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. 116

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority to (i) own or lease assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Loan Documents to which it is a partyparty and, in the case of Borrowers, to borrow hereunder, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, injunctions writs and orders injunctions, and (e) has all requisite governmental franchises, licenses, authorizations, qualifications, consents and approvals to DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent any Borrower), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to haveso, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Credit Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person corporation, partnership, limited liability company or other entity duly organized or formed, validly existing and in good standing (to the extent such concept exists in the applicable jurisdiction) under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction)organization, (b) has all requisite corporate power or other organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Credit Documents to which it is a party, (c) is duly qualified and is licensed and in good standing (to the extent such concept exists in such the applicable jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writs, injunctions and orders Laws and (e) has has, to the extent applicable: (i) entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements and (ii) ensured that all requisite governmental licenses, authorizations, consents such required licenses are in full force and approvals to operate its business as currently conductedeffect on the date hereof and have not been revoked or suspended or otherwise limited; except in each the case referred to in of clauses (a) b)(i), (other than with respect to the Parent Borrowerb)(ii), (c), (d) or and (e), to the extent that failure to do so would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under each of the Credit Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdictionwhere relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) except as set forth on Schedule 5.01, is in compliance with all applicable Laws, writsorders, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clauses clause (a) (other than with respect to the Parent BorrowerBorrowers), (b)(i) (other than with respect to the Borrowers), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.