Common use of Organization; Authorization; Enforceability Clause in Contracts

Organization; Authorization; Enforceability. Each Borrower, Operating Lessee and each SPC Party is a Special Purpose Entity duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in the State of New York and all other jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification. There are no pending proceedings for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction or organization or change of name of either Borrower or Operating Lessee. Each Borrower, Operating Lessee and each SPC Party have complied with any and all Laws and regulations concerning its organization, existence and the transaction of its business, and has the right and power to own the Property as contemplated in this Agreement and the other Loan Documents. Each of each Borrower and Operating Lessee is authorized to execute, deliver and perform all of its obligations under the Loan Documents. No authorization, approval or other action by, and no notice to or filing with, 39 any Governmental Authority is required for the due execution, delivery and performance by either Borrower or Operating Lessee of this Agreement, the other Loan Documents and all other documents executed by either of them in connection herewith and therewith except such as have been obtained by each Borrower or Operating Lessee. No consent, approval, authorization or order of, or registration or filing with, any court or Governmental Authority or other Person is required for the execution, delivery and performance by either Borrower or Operating Lessee of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby and thereby, other than those which have been obtained and are in full force and effect. This Agreement, the other Loan Documents and all other documents executed by each Borrower and Operating Lessee in connection herewith and therewith are the legal, valid and binding obligations of such Borrower and Operating Lessee, respectively, enforceable against it in the accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights. Borrowers have heretofore delivered to Administrative Agent a true and complete copy of the Constituent Documents of Borrowers, Operating Lessee and their respective Constituent Member. The structure chart attached hereto as Exhibit “D” set forth a true, correct and complete representation of the organizational structure of Borrowers and Operating Lessee and the ownership of the Property.

Organization; Authorization; Enforceability. Each Borrower, Operating Lessee and each SPC Party Such Person that is a Special Purpose Entity legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has all requisite power and authority to own its properties and assets and to carry on its business as it is duly qualified and in good standing now being conducted except where the failure to have such power or authority could not, singularly or in the State of New York and all other jurisdictions in which aggregate, be reasonably expected to have a material adverse effect on the ownership or lease of its property or the conduct of its business requires such qualification. There are no pending proceedings for the mergerassets, consolidationliabilities, dissolution, liquidation, termination, change of jurisdiction or organization or change of name of either Borrower or Operating Lessee. Each Borrower, Operating Lessee and each SPC Party have complied with any and all Laws and regulations concerning its organization, existence and the transaction of its business, and condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the right and power to own the Property as contemplated in this Agreement and the other Loan Documents. Each of each Borrower and Operating Lessee is authorized to execute, deliver and perform all of its obligations under each of the Loan Documents. No authorization, approval or other Transaction Documents to which it is a party and has taken all necessary action by, and no notice to or filing with, 39 any Governmental Authority is required for the due execution, delivery and performance by either Borrower or Operating Lessee of this Agreement, the other Loan Documents and all other documents executed by either of them in connection herewith and therewith except such as have been obtained by each Borrower or Operating Lessee. No consent, approval, authorization or order of, or registration or filing with, any court or Governmental Authority or other Person is required for authorize the execution, delivery and performance by either Borrower or Operating Lessee it of this Agreement or any other Loan Document or the consummation of such Transaction Documents and to consummate the transactions contemplated hereby thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and therebyconsummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and delivered each of the other than those which have been obtained Transaction Documents to be executed and are in full force and effectdelivered by it on or prior to the Closing Date. This AgreementAgreement constitutes, and each of the other Loan Transaction Documents to which such Person is a party, when executed and all other documents executed delivered by each Borrower and Operating Lessee in connection herewith and therewith are the such Person, will constitute, a legal, valid and binding obligations obligation of such Borrower and Operating Lessee, respectivelyPerson, enforceable against it such Person in the accordance with their its terms, subject to except as may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally affecting and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the enforcement of creditors’ rights. Borrowers have heretofore delivered to Administrative Agent a true and complete copy of extent that the Constituent Documents of Borrowers, Operating Lessee and their respective Constituent Member. The structure chart attached hereto as Exhibit “D” set forth a true, correct and complete representation of the organizational structure of Borrowers and Operating Lessee and the ownership of the Propertyindemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. Each Borrower, Operating Lessee and each SPC Party Such Person that is a Special Purpose Entity legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has all requisite power and authority to own its properties and assets and to carry on its business as it is duly qualified and in good standing now being conducted except where the failure to have such power or authority could not, singularly or in the State of New York and all other jurisdictions in which aggregate, be reasonably expected to have a material adverse effect on the ownership or lease of its property or the conduct of its business requires such qualification. There are no pending proceedings for the mergerassets, consolidation, dissolution, liquidation, termination, change of jurisdiction or organization or change of name of either Borrower or Operating Lessee. Each Borrower, Operating Lessee and each SPC Party have complied with any and all Laws and regulations concerning its organization, existence and the transaction of its liabilities business, and condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the right and power to own the Property as contemplated in this Agreement and the other Loan Documents. Each of each Borrower and Operating Lessee is authorized to execute, deliver and perform all of its obligations under each of the Loan Documents. No authorization, approval or other Transaction Documents to which it is a party and has taken all necessary action by, and no notice to or filing with, 39 any Governmental Authority is required for the due execution, delivery and performance by either Borrower or Operating Lessee of this Agreement, the other Loan Documents and all other documents executed by either of them in connection herewith and therewith except such as have been obtained by each Borrower or Operating Lessee. No consent, approval, authorization or order of, or registration or filing with, any court or Governmental Authority or other Person is required for authorize the execution, delivery and performance by either Borrower or Operating Lessee it of this Agreement or any other Loan Document or the consummation of such Transaction Documents and to consummate the transactions contemplated hereby thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and therebyconsummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and delivered each of the other than those which have been obtained Transaction Documents to be executed and are in full force and effectdelivered by it on or prior to the Closing Date. This AgreementAgreement constitutes, and each of the other Loan Transaction Documents to which such Person is a party, when executed and all other documents executed delivered by each Borrower and Operating Lessee in connection herewith and therewith are the such Person, will constitute, a legal, valid and binding obligations obligation of such Borrower and Operating Lessee, respectivelyPerson, enforceable against it such Person in the accordance with their termsits terms , subject to except as may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally affecting and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the enforcement of creditors’ rights. Borrowers have heretofore delivered to Administrative Agent a true and complete copy of extent that the Constituent Documents of Borrowers, Operating Lessee and their respective Constituent Member. The structure chart attached hereto as Exhibit “D” set forth a true, correct and complete representation of the organizational structure of Borrowers and Operating Lessee and the ownership of the Propertyindemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. Each Borrower, Operating Lessee and each SPC Party Such Person that is a Special Purpose Entity legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has all requisite power and authority to own its properties and assets and to carry on its business as it is duly qualified and in good standing now being conducted except where the failure to have such power or authority could not, singularly or in the State of New York and all other jurisdictions in which aggregate, be reasonably expected to have a material adverse effect on the ownership or lease of its property or the conduct of its business requires such qualification. There are no pending proceedings for the mergerassets, consolidationliabilities, dissolution, liquidation, termination, change of jurisdiction or organization or change of name of either Borrower or Operating Lessee. Each Borrower, Operating Lessee and each SPC Party have complied with any and all Laws and regulations concerning its organization, existence and the transaction of its business, and condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the right and power to own the Property as contemplated in this Agreement and the other Loan Documents. Each of each Borrower and Operating Lessee is authorized to execute, deliver and perform all of its obligations under each of the Loan Documents. No authorization, approval or other Transaction Documents to which it is a party and has taken all necessary action by, and no notice to or filing with, 39 any Governmental Authority is required for the due execution, delivery and performance by either Borrower or Operating Lessee of this Agreement, the other Loan Documents and all other documents executed by either of them in connection herewith and therewith except such as have been obtained by each Borrower or Operating Lessee. No consent, approval, authorization or order of, or registration or filing with, any court or Governmental Authority or other Person is required for authorize the execution, delivery and performance by either Borrower or Operating Lessee it of this Agreement or any other Loan Document or the consummation of such Transaction Documents and to consummate the transactions contemplated hereby thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and therebyconsummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and delivered each of the other than those which have been obtained Transaction Documents to be executed and are in full force and effectdelivered by it on or prior to the Closing Date. This AgreementAgreement constitutes, and each of the other Loan Transaction Documents to which such Person is a party, when executed and all other documents executed delivered by each Borrower and Operating Lessee in connection herewith and therewith are the such Person, will constitute, a legal, valid and binding obligations obligation of such Borrower and Operating Lessee, respectivelyPerson, enforceable against it such Person in the accordance with their termsits terms , subject to except as may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally affecting and by general equitable principles (whether considered in a proceeding in equity or at law) and except to the enforcement of creditors’ rights. Borrowers have heretofore delivered to Administrative Agent a true and complete copy of extent that the Constituent Documents of Borrowers, Operating Lessee and their respective Constituent Member. The structure chart attached hereto as Exhibit “D” set forth a true, correct and complete representation of the organizational structure of Borrowers and Operating Lessee and the ownership of the Propertyindemnification or contribution provisions contained in any such Transaction Document may be unenforceable.

Organization; Authorization; Enforceability. Each Borrower, Operating Lessee and each SPC Party Such Person that is a Special Purpose Entity legal entity is duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has all requisite power and authority to own its properties and assets and to carry on its business as it is duly qualified and in good standing now being conducted except where the failure to have such power or authority could not, singularly or in the State of New York and all other jurisdictions in which aggregate, be reasonably expected to have a material adverse effect on the ownership or lease of its property or the conduct of its business requires such qualification. There are no pending proceedings for the mergerassets, consolidationliabilities, dissolution, liquidation, termination, change of jurisdiction or organization or change of name of either Borrower or Operating Lessee. Each Borrower, Operating Lessee and each SPC Party have complied with any and all Laws and regulations concerning its organization, existence and the transaction of its business, and condition (financial or otherwise), results of operating or prospects of such Person. Such Person has the right and power to own the Property as contemplated in this Agreement and the other Loan Documents. Each of each Borrower and Operating Lessee is authorized to execute, deliver and perform all of its obligations under each of the Loan Documents. No authorization, approval or other Transaction Documents to which it is a party and has taken all necessary action by, and no notice to or filing with, 39 any Governmental Authority is required for the due execution, delivery and performance by either Borrower or Operating Lessee of this Agreement, the other Loan Documents and all other documents executed by either of them in connection herewith and therewith except such as have been obtained by each Borrower or Operating Lessee. No consent, approval, authorization or order of, or registration or filing with, any court or Governmental Authority or other Person is required for authorize the execution, delivery and performance by either Borrower or Operating Lessee it of this Agreement or any other Loan Document or the consummation of such Transaction Documents and to consummate the transactions contemplated hereby thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and therebyconsummation. Such Person has duly executed and delivered this Agreement and, on the Closing Date, such Person will have duly executed and delivered each of the other than those which have been obtained Transaction Documents to be executed and are in full force and effectdelivered by it on or prior to the Closing Date. This AgreementAgreement constitutes, and each of the other Loan Transaction Documents to which such Person is a party, when executed and all other documents executed delivered by each Borrower and Operating Lessee in connection herewith and therewith are the such Person, will constitute, a legal, valid and binding obligations obligation of such Borrower and Operating Lessee, respectivelyPerson, enforceable against it such Person in the accordance with their termsits terms , subject to except as may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws generally affecting the enforcement of creditors’ rights. Borrowers have heretofore delivered rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and except to Administrative Agent a true and complete copy of the Constituent Documents of Borrowers, Operating Lessee and their respective Constituent Member. The structure chart attached hereto as Exhibit “D” set forth a true, correct and complete representation of extent that the organizational structure of Borrowers and Operating Lessee and the ownership of the Propertyindemnification or contribution provisions contained in any such Transaction Document may be unenforceable.