Common use of Existence, Qualification and Power Clause in Contracts

Existence, Qualification and Power. Each Relevant Party (a) is (i) duly organized or formed, (ii) validly existing and (iii) as applicable, in good standing under the Laws of the jurisdiction of its organization or formation, (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) 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Consolidated Party (a) is (i) duly organized or formed, (ii) validly existing and (iii) as applicable, in good standing (to the extent applicable in its jurisdiction) under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) execute, deliver and perform its obligations under the Loan Documents Documents, if any, to which it is a party, party and (c) is duly qualified and is licensed and, as applicable, and in good standing (to the extent applicable in its 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 in each case referred to in clause (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of their respective Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) execute, deliver and perform its obligations under the Loan Documents to which it is a party, party and consummate the Transaction 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Material Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transactions, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each Material Subsidiary (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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 a 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each Subsidiary thereof (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transactions, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Note Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iiito the extent applicable under any such laws) as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own own, license, operate or lease its assets and carry on its business as currently conducted 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, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease lease, license or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (a)(iii), (b)(i) or (c), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each Subsidiary thereof (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its material assets and carry on its business substantially 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Note Party and each of its Subsidiaries (a) is (i) duly organized organized, incorporated or formed, (ii) validly existing and (iii) as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite power and authority and all requisite Permits, governmental 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of their respective Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) execute, deliver and perform its obligations under the Loan Documents to which it is a party, party and consummate the NRG Transaction 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Note Party and each of its Subsidiaries (a) is (i) duly organized organized, incorporated or formed, (ii) validly existing and (iii) as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite power and authority and all requisite Permits, governmental 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.. 6.02

Existence, Qualification and Power. Each Relevant Loan Party (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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 , except, in each case referred to in clause (a)(iiia) (other than with respect to the Borrowers), (b)(i) ), or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite corporate 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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Note Party and each of its Subsidiaries (a) is (i) duly organized organized, incorporated or formed, (ii) validly existing and (iii) as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite power and authority and all requisite permits, governmental 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.. 5.02

Existence, Qualification and Power. Each Relevant Note Party and each of its Subsidiaries (a) is (i) duly organized organized, incorporated or formed, (ii) validly existing and (iii) as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite power and authority and all requisite Permitspermits, governmental 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Consolidated Party (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party, party and consummate the Transaction 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of their respective Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (b) has all requisite entity 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) 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 (a)(iiia) (with respect to Subsidiaries other than Loan Parties), (b)(i) or (c), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Relevant Loan Party and each of its Subsidiaries (a) is (i) duly organized or formed, (ii) validly existing and (iii) and, as applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or formationorganization, (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) 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, 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 (a)(iii), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.