Common use of Corporate Existence; Compliance with Law; Name History Clause in Contracts

Corporate Existence; Compliance with Law; Name History. Each of the Borrower and its Subsidiaries is a corporation or limited liability company duly incorporated or organized (as applicable), validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Borrower and its Subsidiaries has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, and, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect (i) is duly qualified as a foreign corporation or limited liability company to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, and (ii) has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates. Each of the Borrower and its Subsidiaries is, and for so long as this Agreement remains in effect will remain, in compliance with all other requirements of law, rule, or regulation applicable to it or to its business, including without limitation any and all city, county, state, or federal legal or regulatory requirements, requirements of any governmental protective agencies, Federal Aviation Administration, Office of Safety and Health Administration, Federal and State land sales statutes, regulations governing Developments of Regional Impact (DRI's), any and all equal opportunity laws or regulations, and any and all court or regulatory orders, or other legal, judicial, or regulatory requirements applicable to it or its business, except in each case where the failure to be in such compliance could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Borrower does not have any direct or indirect Subsidiaries, except for those described in the Perfection Certificate. As of the Closing Date and except as set forth in the Perfection Certificate, neither the Borrower nor any of its Subsidiaries has merged, changed its name, or done business under a fictitious name during the past five years.

Corporate Existence; Compliance with Law; Name History. Each of the Borrower and its Subsidiaries is a corporation or limited liability company duly incorporated or organized (as applicable)and organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation. Each of the Borrower and its Subsidiaries has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, and, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect (i) is duly qualified as a foreign corporation or limited liability company to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, and (ii) has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates. Each of the Borrower and its Subsidiaries is, and for so long as this Agreement remains in effect will remain, in compliance with all other requirements of law, rule, or regulation applicable to it or to its business, including without limitation any and all city, county, state, or federal legal or regulatory requirements, requirements of any governmental protective agencies, Federal Aviation Administration, Office of Safety and Health Administration, Federal and State land sales statutes, regulations governing Developments of Regional Impact (DRI's), any and all equal opportunity laws or regulations, and any and all court or regulatory orders, or other legal, judicial, or regulatory requirements applicable to it or its business, except in each case where the failure to be in lack of such compliance could circumstance would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Borrower does not have any direct or indirect Subsidiaries, except for those described in the Perfection Certificateon Schedule 6.1 hereto. As of the Closing Date and except Except as set forth in the Perfection CertificateSchedule 6.1 hereto, neither the Borrower nor any of its Subsidiaries has merged, changed its name, or done business under a fictitious name during the past five years.

Corporate Existence; Compliance with Law; Name History. Each of the Borrower and its Subsidiaries is a corporation or limited liability company duly incorporated or organized (as applicable)and organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation. Each of the Borrower and its Subsidiaries has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, and, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect (i) is duly qualified as a foreign corporation or limited liability company to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, and (ii) has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates. Each of the Borrower and its Subsidiaries is, and for so long as this Agreement remains in effect will remain, in compliance with all other requirements of law, rule, or regulation applicable to it or to its business, including without limitation any and all city, county, state, or federal legal or regulatory requirements, requirements of any governmental protective agencies, Federal Aviation Administration, Office of Safety and Health Administration, Federal and State land sales statutes, regulations governing Developments of Regional Impact (DRI's), any and all equal opportunity laws or regulations, and any and all court or regulatory orders, or other legal, judicial, or regulatory requirements applicable to it or its business, except in each case where the failure to be in lack of such compliance could circumstance would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Borrower does not have any direct or indirect Subsidiaries, except for those described in the Perfection Certificateon Schedule 5.1 hereto. As of the Closing Date and except Except as set forth in the Perfection CertificateSchedule 5.1 hereto, neither the Borrower nor any of its Subsidiaries has merged, changed its name, or done business under a fictitious name during the past five years.