Common use of Corporate Organization and Validity Clause in Contracts

Corporate Organization and Validity. (a) Borrower: (i) is a corporation, duly organized and validly existing under the Laws of the state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicable. (c) Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. (d) This Agreement, the Note to be issued hereunder and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Corporate Organization and Validity. (a) Borrower: (i) Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does would not nor could not reasonably be predicted to have a Material Adverse Effectmaterial adverse effect on Borrower's business, financial condition, Property or prospects. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Exhibit "5.1" and made a part hereof. (b) The making and performance of this Agreement and the other Loan Documents related agreements, and each document required by any Section hereof will not violate any Lawlaw, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, Borrower or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower is a party, or by which Borrower it is bound. Borrower is not in violation of of, nor has knowingly caused any Person to violate, any term of any agreement or instrument to which it or such Person is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisionsbylaws which violation could have a material adverse effect on Borrower's business, financial condition, Property or of Borrower’s operating agreement or partnership agreement, as applicableprospects. (c) Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Note Revolving Credit Notes and the Term Notes to be issued hereunder hereunder, and all of the other Loan Documentsrelated agreements and documents required to be executed and delivered by Borrower hereunder, when delivered, will be valid and binding upon Borrower, Borrower and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: (i) Each Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the state identified as the state of New York; (ii) has the appropriate power incorporation in Section 1 above and authority to operate its business and to own its Property; and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, qualification except where the failure to so qualify does absence of good standing would not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Schedule "5.1" and made a part hereof. (b) The making and performance of this Agreement and the other each Loan Documents Document will not breach or violate any Lawlaw, statute, government rule or regulation, court any judgment, order, decree, writ, injunction or administrative order or other such orderaward, or the charter, minutes or bylaw provisions bylaws of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, each Borrower or violate or result in a default (immediately or with the passage of timetime or notice or both) under any contract, indenture, agreement or instrument to which any Borrower is a party, or by which any Borrower is bound. No Borrower is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of any provision of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicablebylaws. (c) Each Borrower has all requisite corporate power and authority to enter into and perform this Agreement and each Loan Document to which it is a party and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Revolving Credit Note and the other Loan Documents as applicableDocuments. (d) This Agreement, the Note to be issued hereunder Revolving Credit Note, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, the respective Person(s) who are parties thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: (i) is a corporation, The Borrower and its domestic Subsidiaries are corporations duly organized and validly existing under the Laws laws of the state their respective states (or countries or other jurisdictions, as applicable) of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is incorporation, are duly qualified, is are validly existing and in good standing and has have lawful power and authority to engage in the business it each conducts in each state and each foreign country where the nature and extent of its business requires their businesses require qualification, except where when the failure to so qualify does would not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. (b) The making and performance of this Agreement and the other Loan Documents will does not violate any Lawlaw, government rule or regulation, court or administrative order or other such orderorder having the effect of law, or the charter, minutes or bylaw provisions of Borrower, the Borrower or any of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, the Guarantors or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower any such Person is a party, or by which Borrower any such Person or its Property is bound. Neither the Borrower nor any of the Guarantors is not in violation of any term of any agreement or instrument to which it any such Person is a party or by which it or its Property may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisionsits bylaws, or of Borrower’s operating agreement or partnership agreement, as applicablewhich violation has had a Material Adverse Effect. (c) The Borrower and each of the Guarantors has all requisite corporate power and authority to enter into and perform under this Agreement and each of the Loan Documents (as applicable) and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Loan Documents (as applicable). (d) This Agreement, the Note to be issued hereunder Revolving Credit Notes, the Swing Line Note, the Guarantees and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, the Borrower and the Guarantors (as applicable) and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: (i) Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof.will (b) The making and performance of this Agreement and the other Loan Documents will not violate any Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any law, government rule or regulation, or the charter, minutes or bylaw provisions of Borrower, or any material contract, agreement or instrument to which Borrower is a party, or by which Borrower it is bound. Borrower is not in violation of and has not knowingly caused any Person to violate any term of any material agreement or instrument to which it or such Person is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicableits bylaws. (c) Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Note Revolving Credit Notes to be issued hereunder hereunder, and all of the other Loan Documentsrelated agreements and documents required to be executed and delivered by Borrower hereunder, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and reorganization or similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesgenerally.

Corporate Organization and Validity. (a) Borrower: (i) is a corporation, The Borrower and its domestic Subsidiaries are corporations duly organized and validly existing under the Laws laws of the state their respective states (or countries or other jurisdictions, as applicable) of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is incorporation, are duly qualified, is are validly existing and in good standing and has have lawful power and authority to engage in the business it each conducts in each state and each foreign country where the nature and extent of its business requires their businesses require qualification, except where when the failure to so qualify does would not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. (b) The making and performance of this Agreement and the other Loan Documents will does not violate any Lawlaw, government rule or regulation, court or administrative order or other such orderorder having the effect of law, or the charter, minutes or bylaw provisions of Borrower, the Borrower or any of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, the Guarantors or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower any such Person is a party, or by which Borrower any such Person or its Property is bound. Neither the Borrower nor any of the Guarantors is not in violation of any term of any agreement or instrument to which it any such Person is a party or by which it or its Property may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisionsits bylaws, or of Borrower’s operating agreement or partnership agreement, as applicablewhich violation has had a Material Adverse Effect. (c) The Borrower and each of the Guarantors has all requisite corporate power and authority to enter into and perform under this Agreement and each of the Loan Documents (as applicable) and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Loan Documents (as applicable). (d) This Agreement, the Note to be issued hereunder Restated Revolving Credit Notes, the Restated Swing Line Note, the Guarantees and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, the Borrower and the Guarantors (as applicable) and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: a. Borrower (i) is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; incorporation, (ii) has the appropriate corporate power and authority to operate its business and to own its Property; Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority qualified to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor and could not be reasonably be predicted expected to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 "5.1" attached hereto and made a part hereof. (b) b. The making and performance of this Agreement and the other Loan Documents will not violate any Lawapplicable law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, Borrower or violate or result in a default (immediately or with the passage of time) under any material contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has caused or is could be reasonably likely expected to cause have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicable. (c) c. Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporation action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. (d) d. This Agreement, the Note Notes to be issued hereunder hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.

Corporate Organization and Validity. (a) Borrower: (i) is a corporation, The Borrower and its domestic Subsidiaries are corporations duly organized and validly existing under the Laws laws of the state their respective states (or countries or other jurisdictions, as applicable) of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is incorporation, are duly qualified, is are validly existing and in good standing and has have lawful power and authority to engage in the business it each conducts in each state and each foreign country where the nature and extent of its business requires their businesses require qualification, except where when the failure to so qualify does would not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. (b) The making and performance of this Agreement and the other Loan Documents will does not violate any Lawlaw, government rule or regulation, court or administrative order or other such orderorder having the effect of law, or the charter, minutes or bylaw provisions of Borrower, the Borrower or any of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, the Guarantors or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower any such Person is a party, or by which Borrower any such Person or its Property is bound. Neither the Borrower nor any of the Guarantors is not in violation of any term of any agreement or instrument to which it any such Person is a party or by which it or its Property may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicableits bylaws which violation has had a Material Adverse Effect. (c) The Borrower and each of the Guarantors has all requisite corporate power and authority to enter into and perform under this Agreement and each of the Loan Documents (as applicable) and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Loan Documents (as applicable). (d) This Agreement, the Note to be issued hereunder Revolving Credit Notes, the Swing Line Note, the Guarantees and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, the Borrower and the Guarantors (as applicable) and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: (i) Each Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does would not nor could not reasonably be predicted to have a Material Adverse Effectmaterial adverse effect on such Borrower's business, financial condition, Property or prospects. A list of all states and other jurisdictions where each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Exhibit "5.1" and made a part hereof. (b) The making and performance of this Agreement and the other Loan Documents related agreements, and each document required by any Section hereof will not violate any Lawlaw, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, either Borrower or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which such Borrower is a party, or by which Borrower it is bound. Borrower is Borrowers are not in violation of nor have knowingly caused any Person to violate any term of any agreement or instrument to which it they or such Person is a party or by which it they may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its chartertheir charters, minutes or bylaw provisionsbylaws which violation could have a material adverse effect on either Borrower's business, financial condition, Property or of Borrower’s operating agreement or partnership agreement, as applicableprospects. (c) Each Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Note any and all Term Notes and all related agreements and documents required to be issued hereunder executed and all of the other Loan Documentsdelivered by Borrowers hereunder, when delivered, will be valid and binding upon Borrower, each Borrower and enforceable in accordance with their respective terms except as enforceability may be limited by applicable terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium insolvency and similar Laws other laws affecting the enforcement rights of creditors’ rights generally and by general equitable principlescreditors generally.

Corporate Organization and Validity. (a) Borrower: (i) Each Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does is not nor could not reasonably be predicted likely to have a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Exhibit "5.1" and made a part hereof. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any law, government rule or regulation, or the charter, minutes or bylaw provisions of any Borrower, or any material contract, agreement or instrument to which any Borrower is a party, or by which any Borrower is bound. No Borrower is not in violation of or has knowingly caused any Person to violate any term of any material agreement or instrument to which it or such Person is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicableits bylaws. (c) Each Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Revolving Credit Note to be issued hereunder hereunder, and all of the other Loan Documentsrelated agreements and documents required to be executed and delivered by Borrowers hereunder, when delivered, will be valid and binding upon BorrowerBorrowers, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and reorganization or similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesgenerally.

Corporate Organization and Validity. (a) Borrower: (i) Each Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does will not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Exhibit "5.1" and made a part hereof. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any law, government rule or regulation, or the charter, minutes or bylaw provisions of any Borrower, or any material contract, agreement or instrument to which Borrower is a party, or by which Borrower it is boundbound which violation would have a Material Adverse Affect. Borrower is not in violation of and has not knowingly caused any Person to violate any term of any material agreement or instrument to which it or such Person is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicableits bylaws which violation would have a Material Adverse Affect. (c) Each Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, Agreement and the Note Revolving Credit Notes to be issued hereunder hereunder, and all of the other Loan Documentsrelated agreements and documents required to be executed and delivered by Borrower hereunder, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and reorganization or similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.

Corporate Organization and Validity. (a) Borrower: Each Borrower (i) is a corporation, duly organized and validly existing under the Laws laws of the its state of New York; organization, (ii) has the appropriate all power and authority to operate its business and to own its Property; Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor and could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Schedule "4.1" and made a part hereof. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Lawlaw, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, any Borrower or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which each Borrower is a party, or by which Borrower each is bound. No Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound bound, which violation has caused or is reasonably likely to cause could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicableits bylaws. (c) Each Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. (d) This Agreement, the Note Revolving Credit Notes to be issued hereunder hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, each Borrower and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: (i) Each Borrower is a corporation, corporation duly organized and validly existing under the Laws laws of the its state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor and could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Schedule "5.1" and made a part hereof. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Lawlaw, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, any Borrower or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which each Borrower is a party, or by which Borrower each is bound. No Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, its bylaws which violation has or of Borrower’s operating agreement or partnership agreement, as applicablecould have a Material Adverse Effect. (c) Each Borrower has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. (d) This Agreement, the Note Revolving Credit Notes and Term Loan Notes to be issued hereunder hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, each Borrower and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Corporate Organization and Validity. (a) Borrower: (i) is a corporation, The Borrower and the Restricted Subsidiaries are corporations or limited liability companies duly organized and validly existing under the Laws laws of the state their respective states (or countries or other jurisdictions, as applicable) of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is incorporation or formation, are duly qualified, is are validly existing and in good standing and has have lawful power and authority to engage in the business it each conducts in each state and each foreign country where the nature and extent of its business requires their businesses require qualification, except where when the failure to so qualify does would not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. (b) The making and performance of this Agreement and the other Loan Documents will does not violate any Lawlaw, government rule or regulation, court or administrative order or other such orderorder having the effect of law, or the charter, minutes or bylaw provisions of Borrower, the Borrower or any of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, the Restricted Subsidiaries or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower any such Person is a party, or by which Borrower any such Person or its Property is bound. Neither the Borrower nor any of the Restricted Subsidiaries is not in violation of any term of any agreement or instrument to which it any such Person is a party or by which it or its Property may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisionsits bylaws, or of Borrower’s operating agreement or partnership agreement, as applicablewhich violation has had a Material Adverse Effect. (c) The Borrower and each of the Guarantors has all requisite corporate power and authority to enter into and perform under this Agreement and each of the Loan Documents (as applicable) and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Loan Documents (as applicable). (d) This Agreement, the Note to be issued hereunder Revolving Credit Notes, the Swing Line Note, the Guarantees and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, the Borrower and the Guarantors (as applicable) and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.