Common use of Existence and Qualification; Compliance with Laws Clause in Contracts

Existence and Qualification; Compliance with Laws. Each of Borrower and its Restricted Subsidiaries (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the state of its organization, except, with respect to any Restricted Subsidiary that is not a Loan Party, to the extent that the failure to be so organized, formed, validly existing or in good standing does not have a Material Adverse Effect, and (b) is in compliance with all Laws, except to the extent that noncompliance does not have a Material Adverse Effect.