Common use of Corporate Organization and Validity Clause in Contracts

Corporate Organization and Validity. (a) Borrower and each Subsidiary Guarantor (i) is duly organized and validly existing under the laws of the jurisdiction of its organization, (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 and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor 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 Requirement of Law, or Borrower’s or Subsidiary Guarantor’s certificate of formation, operating agreement or any other organizational documents, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor is 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 or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary Guarantor, 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) Each Borrower and each Subsidiary Guarantor (i) is a corporation duly organized and validly existing under the laws of the jurisdiction its state (or other jurisdiction) of its incorporation or organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) as applicable, 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 not and could would not have a Material Adverse Effectmaterial adverse effect on such Borrower's business, financial condition, Property or prospects. A list of all the states and or other jurisdictions where each Borrower and each Subsidiary Guarantor is qualified to do business incorporated or organized 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 Requirement of Lawlaw, government rule or regulation, or Borrower’s the charter, minutes or Subsidiary Guarantor’s certificate bylaw provisions of formation, operating agreement or any other organizational documents, 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 or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor each is bound, except, in the case of any law, rule, regulation, contract, agreement or instrument, for such violations and defaults that which separately or collectively would not have a material adverse effect on such Borrower's business, financial condition, Property or prospects. Neither No Borrower nor any Subsidiary Guarantor is in violation of or 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 or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisionsits bylaws which violation could have a material adverse effect on such Borrower's business, financial condition, Property or certificate of formation, operating agreement or any other organizational documentprospects. (c) Each Borrower and each Subsidiary Guarantor has all requisite corporate power and authority to enter into and perform this Agreement and any Loan Documents 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, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Revolving Credit Notes, the Term Notes to be issued 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 each Borrower and each Subsidiary Guarantor, 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 and each Subsidiary Guarantor (i) is duly organized and validly existing under the laws of the jurisdiction of its organization, (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 and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor 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 Requirement of Law, or Borrower’s 's or any Subsidiary Guarantor’s 's certificate of formation, operating agreement or any other organizational documents, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor is 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 or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary Guarantor, 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 and each Subsidiary Guarantor (i) is Consolidated Entity are corporations duly organized and validly existing under the laws of its respective state (or in the jurisdiction case of UDI Canada, its organizationprovince) of incorporation, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is are duly qualified, is 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 qualification, qualification except where the failure to so qualify does not and be in good standing could not be reasonably expected to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor other Obligor 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 related agreements, and each Loan Documents Document required by any Section hereof will not violate any Requirement of Lawlaw, government rule or regulation, or Borrower’s the charter, minutes or Subsidiary Guarantor’s certificate by-law provisions of formation, operating agreement Borrower or any other organizational documents, Obligor or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor other Obligor is a party, or by which Borrower or such Subsidiary Guarantor any is bound. Neither Borrower nor any Subsidiary Guarantor other Consolidated Entity is in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which except, as to any non-monetary obligation thereunder, where a violation has or thereof could not be expected to have a Material Adverse Effect, Effect or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational documentits bylaws. (c) Borrower and each Subsidiary Guarantor other Obligor has all requisite corporate power and authority to enter into and perform this Agreement and any the applicable Loan Documents to which it is a party, and to incur the obligations herein or therein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this AgreementAgreement or the applicable Loan Documents, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Notes Revolving Credit Note(s) to be issued hereunder, and all of the related Loan Documents required to be executed and delivered by Borrower and each other Loan DocumentsObligor hereunder, when delivered, will be valid and binding upon Borrower and each Subsidiary Guarantor, such other Obligor and enforceable in accordance with their respective terms except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally and by to general equitable equity principles.

Corporate Organization and Validity. (a) Each Borrower and each Subsidiary Guarantor (i) is a corporation duly organized and validly existing under the laws of the jurisdiction its state of its organizationincorporation, (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 and could will not have a Material Adverse Effect. A An accurate list and/or description of its name and all states and other jurisdictions where each Borrower and each Subsidiary Guarantor is incorporated or 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 Requirement of Law, or Borrower’s or Subsidiary Guarantor’s certificate of formation, operating agreement or any other organizational documents, 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 the Borrower or such Subsidiary Guarantor is a party, or by which it is bound which violation would have a Material Adverse Affect. The Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor 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 or of its charter, minutes or its bylaws which violation has or could would have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational documentAffect. (c) Each Borrower and each Subsidiary Guarantor has all requisite corporate power and authority to enter into and perform this Agreement and any Loan Documents 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, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, Agreement and the Revolving Credit Notes to be issued hereunder, and all of related agreements and documents required to be executed and delivered by the other Loan DocumentsBorrower hereunder, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorThe 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 affecting the enforcement of creditors’ rights generally and by general equitable principles.

Corporate Organization and Validity. (a) Borrower and each Subsidiary Guarantor Borrower: (i) is a xxxxxxxxxxxxxxxxxx liability company, duly organized and validly existing under the laws Laws of the jurisdiction state of its organization, New York; (ii) has the appropriate 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 and nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor is qualified to do business is shown on Schedule “5.1” 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 Requirement of Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisionsarticles or organization or other governing documents of Borrower, or of Borrower’s or Subsidiary Guarantorshareholder’s certificate of formationagreement, operating agreement or any other organizational documentspartnership 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 or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor 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 could have is reasonably likely to cause a Material Adverse Effect, or of its respective charter, minutes or bylaw provisionsprovisionsarticles or organization or other governing documents, or certificate of formation, Borrower’s operating agreement or any other organizational documentpartnership agreement, as applicable. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes to be issued hereunder, hereunder and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorBorrower, 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) a. Borrower and each Subsidiary Guarantor (i) is a corporation, duly organized and validly existing under the laws of the jurisdiction state of its organizationNew 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 and nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor is qualified to do business is shown on Schedule “5.1” attached hereto and made part hereof. (b) b. The making and performance of this Agreement and the other Loan Documents will not violate any Requirement of 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 or Subsidiary Guarantorshareholder’s certificate of formationagreement, operating agreement or any other organizational documentspartnership 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 or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor 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 could have is reasonably likely to cause a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, Borrower’s operating agreement or any other organizational document.partnership agreement, as applicable, (c) c. Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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) d. This Agreement, the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorBorrower, 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) a. Each Borrower and each Subsidiary Guarantor (i) is a corporation, duly organized and validly existing under the laws of the jurisdiction state of its organizationNew 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 and nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor is qualified to do business is shown on Schedule “5.1” attached hereto and made part hereof. (b) b. The making and performance of this Agreement and the other Loan Documents will not violate any Requirement of Lawlaw, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of such Borrower, or of such Borrower’s or Subsidiary Guarantorshareholder’s certificate of formationagreement, operating agreement or any other organizational documentspartnership 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 such Borrower or such Subsidiary Guarantor is a party, or by which such Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor is 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 could have is reasonably likely to cause a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, such Borrower’s operating agreement or any other organizational documentpartnership agreement, as applicable. (c) c. Each Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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) d. This Agreement, the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorBorrower, 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 and each Subsidiary Guarantor Borrower: (i) is a corporation, duly organized and validly existing under the laws of the jurisdiction state of its organization, New York; (ii) has the appropriate 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 and nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor is qualified to do business is shown on Schedule “5.1” 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 Requirement of 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 or Subsidiary Guarantorshareholder’s certificate of formationagreement, operating agreement or any other organizational documentspartnership 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 or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor 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 could have is reasonably likely to cause a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, Borrower’s operating agreement or any other organizational documentpartnership agreement, as applicable. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorBorrower, 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 and each Subsidiary Guarantor (i) is duly organized and validly existing under the laws of the jurisdiction of its organization, (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 and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor 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 Requirement of Law, or Borrower’s or Subsidiary any Guarantor’s certificate of formation, operating agreement or any other organizational documents, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor is 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 or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary Guarantor, 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 and each Subsidiary Guarantor (i) is a corporation duly organized and validly existing under the laws of the jurisdiction its state of its organizationincorporation, (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 and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could would not 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 and each Subsidiary Guarantor 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 Requirement of Lawlaw, government rule or regulation, or Borrower’s the charter, minutes or Subsidiary Guarantor’s certificate bylaw provisions of formation, operating agreement or any other organizational documents, Borrower or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor it is bound. Neither Borrower nor any Subsidiary Guarantor 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 or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisionsbylaws which violation could have a material adverse effect on Borrower's business, financial condition, Property or certificate of formation, operating agreement or any other organizational documentprospects. (c) Borrower and each Subsidiary Guarantor has all requisite corporate power and authority to enter into and perform this Agreement and any Loan Documents 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, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Revolving Credit Notes to be issued 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 each Subsidiary Guarantor, 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) Each Borrower and each Subsidiary Guarantor (i) is a corporation duly organized and validly existing under the laws of the jurisdiction its state of its organizationincorporation, (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 and could will not have a Material Adverse Effect. A An accurate list and/or description of its name and all states and other jurisdictions where each Borrower and each Subsidiary Guarantor is incorporated or 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 Requirement of Law, or Borrower’s or Subsidiary Guarantor’s certificate of formation, operating agreement or any other organizational documents, 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 the Borrower or such Subsidiary Guarantor is a party, or by which it is bound which violation would have a Material Adverse Affect. The Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor 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 or of its charter, minutes or its bylaws which violation has or could would have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational documentAffect. (c) Each Borrower and each Subsidiary Guarantor has all requisite corporate power and authority to enter into and perform this Agreement and any Loan Documents 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, and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) This Agreement, the Term Notes and the Revolving Credit Notes to be issued hereunder, and all of related agreements and documents required to be executed and delivered by the other Loan DocumentsBorrower hereunder, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorThe 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 affecting the enforcement of creditors’ ' rights generally and by general equitable principles.

Corporate Organization and Validity. (a) Borrower and each Subsidiary Guarantor (i) is duly organized and validly existing under the laws of the jurisdiction of its organization, (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 and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor 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 Requirement of Law, or Borrower’s or any Subsidiary Guarantor’s certificate of formation, operating agreement or any other organizational documents, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor is 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 or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary Guarantor, 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 and each Subsidiary Guarantor Borrower: (i) is a corporation, duly organized and validly existing under the laws Laws of the jurisdiction state of its organization, New York; (ii) has the appropriate 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 and nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor is qualified to do business is shown on Schedule “5.1” 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 Requirement of 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 or Subsidiary Guarantorshareholder’s certificate of formationagreement, operating agreement or any other organizational documentspartnership 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 or such Subsidiary Guarantor is a party, or by which Borrower or such Subsidiary Guarantor is bound. Neither Borrower nor any Subsidiary Guarantor 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 could have is reasonably likely to cause a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, Borrower’s operating agreement or any other organizational documentpartnership agreement, as applicable. (c) Borrower and each Subsidiary Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan Documents to which it is a party, 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 Notes to be issued hereunder, hereunder and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Subsidiary GuarantorBorrower, 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.