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

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c) to the extent that failure to do so would not have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c) to the extent that failure to do so would not have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all franchises and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a partyparty and to consummate the Transactions, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor of its Restricted Subsidiaries (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a limited partnership, corporation or limited liability company duly incorporated, organized or formed, validly existing andexisting, as and to the extent applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite 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 presently conducted and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) to the extent applicable, is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause subsection (b)(i) or (c) ), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor of its Subsidiaries (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and assets, carry on its business and (ii) in the case of the Loan Parties, to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; , and (d) is in compliance with all Laws, except in each case referred to in clause the foregoing clauses (b)(ib) or and (c) or this clause (d), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Borrowers and each Subsidiary Guarantor their respective Subsidiaries (a) is are corporations or other entities duly organized or formedorganized, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its their respective incorporation or organization, (b) has have all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) to own or lease its their respective assets and carry on its their respective business and (ii) in the case of the Loan Parties, to execute, deliver, and perform its their respective obligations under the Loan Documents to which it is they are a party, and (c) is are duly qualified and is licensed and, as applicable, and are in good standing under the Laws of each jurisdiction where its their ownership, lease or operation of properties or the conduct of its business requires their respective businesses require such qualification or license; license and (d) are in compliance with all Laws, except in each case referred to in clause (b)(i) or ), (c) and this clause (d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organizationorganization except to the extent permitted by Section 6.05 or 7.04, (b) has all requisite corporate 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 and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor of the Significant Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.. Neither Loan Party is an Affected Financial Institution. 5.02

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) if an entity, is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) if an entity, is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and, as applicableand (ii) in good standing, in good standing each case, under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; , except in each case referred to in (other than clauses (a)(i) and clause (b)(i) or (c) b)(ii), in each case, with respect to the Borrower), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (a) (with respect to good standing), (b)(i), (c) or (c) d), to the extent that any failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a corporation or limited liability company duly incorporated, organized or formed, validly existing andexisting, as and to the extent applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite 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 presently conducted and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) to the extent applicable, is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause subsection (b)(i) or (c) ), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor of its Subsidiaries (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each other Subsidiary Guarantor (a) is duly organized incorporated or formedorganized, validly existing and, as applicable, and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its properties; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not have reasonably be expected to result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Consolidated Entity (a) is a duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents (if any) to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) is duly organized or formed, validly existing and, as applicable, and in good standing (to the extent such concept is applicable to such entity) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all [CREDIT AGREEMENT] requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all applicable Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.. 5.02

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a corporation, partnership or limited liability company, as applicable, duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate, partnership or limited liability company power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Each Borrower and each Subsidiary Guarantor thereof (a) is duly incorporated or organized or formed, validly existing and, as applicable, and in good standing (to the extent such concept is applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor their respective Subsidiaries (a) is are corporations or other entities duly organized or formedorganized, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its their respective incorporation or organization, (b) has have all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) to own or lease its their respective assets and carry on its their respective business and (ii) in the case of the Loan Parties, to execute, deliver, and perform its their respective obligations under the Loan Documents to which it is they are a party, and (c) is are duly qualified and is licensed and, as applicable, and are in good standing under the Laws of each jurisdiction where its their ownership, lease or operation of properties or the conduct of its business requires their respective businesses require such qualification or license; license and (d) are in compliance with all Laws, except in each case referred to in clause (b)(i) or ), (c) and this clause (d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.. 101 172003018

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Consolidated Party (a) is a corporation or other entity duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and CHAR1\1807067v5 approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and, as applicableand (ii) in good standing, in good standing each case, under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; , except in each case referred to in (other than clauses (a)(i) and clause (b)(i) or (c) b)(ii), in each case, with respect to the Borrower), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect. Section 5.02.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Consolidated Entity (a) is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents (if any) to which it is a partyparty and to consummate the other Transactions, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Document Party and each Subsidiary Guarantor Controlled Investment Affiliate (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business business, and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance in all material respects with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would is not reasonably expected to have a Material Adverse Effect.Adverse

Existence, Qualification and Power; Compliance with Laws. The ParentEach Loan Party and, to the Borrower and best of Borrower’s knowledge, each Material Subsidiary Guarantor (a) is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor of its Subsidiaries (a) is duly organized or formed, validly existing and, and (except as applicable, indicated on Schedule 1.01(e)) in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; , and (d) is in compliance with all Laws, except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all L/C CREDIT AGREEMENT - Page 52 requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower and each Subsidiary Guarantor Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) except as set forth on Schedule 5.01(a), is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (c) d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Parent, the Borrower Each Loan Party and each Subsidiary Guarantor thereof (a) is duly organized or formed, validly existing and, as applicable, and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) subject to the entry and terms of the Interim Order has all requisite the 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 and (ii) in the case of the Loan Parties, execute, deliver, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; , and (d) is in compliance with all Laws, except in each case referred to in clause clauses (b)(i) or ), (c) and (d), to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect.