Common use of Existence, Qualification and Power Clause in Contracts

Existence, Qualification and Power. The Borrower and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (aa)(i) is duly organized or formed, formed and validly existing and, and (ii) as applicable, is in good standing standing, in 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, insurance licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a)(ii) (only in the case of a Loan Party that is not a Borrower), (b)(i) or (c), to the extent that failure to be, or to do so so, as applicable, could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries other Group Member (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 corporate or organizational power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Borrower, 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause clauses (a) (other than with respect to the Borrower), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Subsidiaries Restricted Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing or the equivalent thereof (to the extent applicable) 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 and, as applicable, in good standing or the equivalent thereof (to the extent applicable) 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (with respect to Subsidiaries that are not Loan Parties), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Subsidiaries (ai) is duly organized or formed, validly existing and, as applicable, in good standing (or its equivalent, if such concept exists), under the Laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, (bii) has all requisite corporate, limited liability company, partnership or similar power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (iA) own or lease its assets and carry on its business and (iiB) execute, deliver and perform its obligations under the Loan Documents to which it is a party, party and (ciii) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(iii)(A) or (ciii), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing (or the equivalent thereof with respect to Foreign Obligors, 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 and, as applicable, in good standing (or the equivalent thereof with respect to Foreign Obligors, to the extent applicable) 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(ib)(ii) or (c)above, to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its 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, insurance licenses, authorizations, consents and approvals authorizations to (i) own own, operate, lease and otherwise hold its assets and carry on its business as it is now being conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and and, as applicable, in good standing under the Laws of each jurisdiction where its ownershipthe character of the properties owned, lease leased or operation of properties operated by it or the conduct nature of its assets, business requires or activities makes such qualification or license, licensing necessary; except to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Restricted Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing (to the extent that such concept exists in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and and, as applicable, in good standing (to the extent that 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 or license, ; except to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (other than with respect to any Loan Party), (b)(i) (other than with respect to any Borrower) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectChange.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (a) (i) is duly organized or formed, formed and validly existing and, as applicable, and (ii) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed licensed, and the Borrower is in good standing (to the extent good standing is an applicable legal concept in 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 or license, ; except to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause clauses (a)(ii), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Parent, the Borrower and each of its Subsidiaries Material Subsidiary (a) is duly organized or formed, validly existing and, as applicable, and in good standing (or the local equivalent) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 in good standing (or the local equivalent) 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 the case referred to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, ) with respect to any non-Loan Party only and in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing (or the equivalent thereof with respect to Foreign Borrowers, 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 and, as applicable, in good standing (or the equivalent thereof with respect to Foreign Borrowers, to the extent applicable) 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Subsidiaries Restricted Subsidiary (other than any Immaterial Subsidiary) 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 requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause clauses (a) (other than with respect to the Loan Parties), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Transaction 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 (to the extent that the concept of good standing is applicable in such jurisdiction), (b) has (x) all requisite power and authority and (y) all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Investment Documents to which it is a party, and (c) is duly qualified and is licensed 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 license (to the extent that the failure concept of any Subsidiary to be in good standing under clause (ais applicable in such jurisdiction), or, ; except in each case referred to in clause (b)(ib)(y)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Credit Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as and (where 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Note Documents to which it is a party, and (c) is duly qualified and is licensed and (where 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (solely with respect to the good standing of Subsidiaries that are not Credit Parties), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.. 6.02

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Subsidiaries Bank Subsidiary (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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) with respect to each Loan Party, 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (other than with respect to the Borrower) (b)(i) (other than with respect to the Borrower) or (c), to the extent that failure to do so could notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c) or, solely with respect to failures of entities other than the Borrower to be in good standing, clause (a), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Senior Notes Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c) or, solely with respect to failures of entities other than the Borrower to be in good standing, clause (a), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and, as applicable, and (to the extent the concept of good standing exists in such jurisdiction) 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, insurance licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) 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 (to the extent the concept of good standing exists in such jurisdiction) 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries (a) (i) is duly organized or formed, formed and validly existing and, as applicable, and (ii) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed qualified, licensed, and in good standing (to the extent good standing is an applicable legal concept in 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 or license, ; except to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause clauses (a)(ii), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (aa)(i) is duly organized or formedformed and validly existing, validly existing and, and (ii) as applicable, is in good standing standing, in 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, insurance licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and and, (ii) 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a)(ii) (only in the case of a Loan Party that is not a Borrower), (b)(i) or (c), to the extent that failure to be, or to do so so, as applicable, could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Intermediate Parent, the Borrower and each of its Subsidiaries Material Subsidiary (a) is duly organized or formed, validly existing and, as applicable, and in good standing (or the local equivalent) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 in good standing (or the local equivalent) 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 the case referred to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, ) with respect to any non-Loan Party only and in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Each of the Borrower and each of its Restricted 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 requisite, corporate or other organizational power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and consummate the Transactions to which it is a party, and (c) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries Each Loan Party (a) (i) is duly organized or formed, formed and validly existing and, as applicable, and (ii) is in good standing under the Laws of the jurisdiction of its incorporation or organization, if such legal concept is applicable in such jurisdiction, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed licensed, and the Borrower is in good standing (to the extent good standing is an applicable legal concept in 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 or license, ; except to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a)(ii), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its Subsidiaries other Group Member (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 corporate or organizational power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Borrower, 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 and, as applicable, in Credit Agreement 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause clauses (a) (other than with respect to the Borrower), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Subsidiaries Subsidiary 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 corporate or other organizational power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business as now conducted and (ii) 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 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (with respect only to Subsidiaries other than Loan Parties), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the ARCA Transaction, and (c) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Credit Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as and (where 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Note Documents to which it is a party, and (c) is duly qualified and is licensed and (where 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (solely with respect to the good standing of Subsidiaries that are not Credit Parties), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, and in good standing (or the applicable foreign equivalent, if applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 in good standing (or the applicable foreign equivalent, if applicable) 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or; except, in each case case, referred to in clause (a) (other than with respect to Holdings or any Borrower), (b)(i) or (c), to the extent extent, in each case, that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Each Loan Party and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and and, as applicable, in good standing under the Laws of each jurisdiction where its 112 ownership, lease or operation of properties or the conduct of its business requires such qualification or license, ; except to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (a) (with respect to Subsidiaries that are not Loan Parties), (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower Company and each of its Subsidiaries Material Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, and in good standing (or the local equivalent) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) 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 in good standing (or the local equivalent) 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 the case referred to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, ) with respect to any non-Loan Party only and in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower (a) Each Loan Party and each of its Subsidiaries Significant Subsidiary (ai) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (bii) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (iA) own or lease its assets and carry on its business and (iiB) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (ciii) is duly qualified and is licensed and 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 to the extent that the failure of any Subsidiary to be in good standing under clause (a), or, in each case referred to in CHAR1\1710066v1CHAR1\0000000x0 clause (b)(iii)(A) or (ciii), to the extent that failure to do so could not, either individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Borrower and each of its 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, insurance licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) 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 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 to the extent that the failure of any such Subsidiary to be in good standing under clause (a), or, in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.