Common use of Existence; Compliance with Law Clause in Contracts

Existence; Compliance with Law. The Borrower (i) is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each of Holdings and its Subsidiaries (ia) is a corporation duly formed, organized and validly existing under the laws of the jurisdiction of its organization, (b) has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to use its corporate name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified and in good standing under (to the laws of its jurisdiction of incorporation, extent such concept is a “registered organization” as defined applicable in the UCC of such jurisdiction and is not organized under the laws of any other applicable jurisdiction; (ii) is duly qualified to do business and is in good standing in every each jurisdiction in which the nature of its business requires it to be so qualified (or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify, individually or in the aggregate, could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; Effect and (vid) is in compliance with all applicable provisions statutes (including the Fair Labor Standards Act, as amended), laws (including Environmental Laws), ordinances, rules, orders, permits (including Environmental Permits) and regulations of law any Governmental Authority or instrumentality, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance individually or in the failure aggregate, could not reasonably be expected to be in compliance would not have a Material Adverse Effect). Neither Holdings nor any of its Subsidiaries has received any written communication from a Governmental Authority that alleges that Holdings, or any of its Subsidiaries is not in compliance with federal, state, local or foreign laws, ordinances, rules and regulations, except to the extent such noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. The Borrower (i) is a corporation limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to comply, individually or in the aggregate, could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and except where such failure, individually or in the aggregate, could not reasonably be expected to execute and deliver this Agreement and the Related Documents to which it is have a party and to perform the transactions contemplated hereby and therebyMaterial Adverse Effect; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licensescomply, permitsindividually or in the aggregate, consents or approvals or make such filings or give such notices would could not reasonably be expected to have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documentslimited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Loan Party and each of its Subsidiaries and Eligible Joint Ventures (i) is a corporation real estate investment trust or a corporation, limited liability company or limited partnership, as specified herein, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified as a foreign corporation, limited liability company or limited partnership and in good standing would not under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have a no Material Adverse Effect); (iii) has the all requisite corporate, limited liability company or partnership power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or certificate of or formation and by-laws, regulations or partnership agreement, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Credit Party and each of its Subsidiaries (ia) is a corporation real estate investment trust or a corporation, limited liability company or limited partnership, duly formedorganized or incorporated, validly existing and and, if applicable, in good standing under the laws of its the jurisdiction of its formation or incorporation; (b) is duly qualified as a foreign corporation, is a “registered organization” as defined limited liability company or limited partnership and, if applicable, in the UCC of such jurisdiction and is not organized good standing under the laws of any other jurisdiction; (ii) each jurisdiction where such qualification is duly qualified necessary, except for failures which in the aggregate could not reasonably be expected to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iiic) has the all requisite corporate, limited liability company, partnership or other power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, except where the absence of such power, authority and legal right could not, individually or in the aggregate, reasonably be expected to execute and deliver this Agreement and the Related Documents to which it is have a party and to perform the transactions contemplated hereby and therebyMaterial Adverse Effect; (ivd) is in compliance with all applicable Requirements of Law except for such non-compliances as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; and (e) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals or make such filings the failure to obtain, file or give such notices would notice of, in the aggregate could not reasonably be expected to have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Each of the Administrative Borrower and its Restricted Subsidiaries (ia) is a corporation duly formedorganized or incorporated, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its organization; (b) is duly qualified to do business as a foreign corporation or entity and in good standing under the laws of its each jurisdiction of incorporationwhere such qualification is necessary, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and or in good standing would not have could not, in the aggregate, be reasonably expected to result in a Material Adverse Effect); (iiic) has the all requisite power and authority and the legal right to own, pledge, mortgage, mortgage and operate and convey all of its properties, to lease the property it operates under lease, lease and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (ivd) is in compliance with its Constituent Documents; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance could not, in the aggregate, be reasonably expected to result in a Material Adverse Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such for licenses, permits, consents or consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make such filings or give such notices would not have could not, in the aggregate, be reasonably expected to result in a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Each Borrower (ia) is a corporation corporation, limited liability company or limited partnership duly formedorganized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, is a “registered organization” as defined incorporation or organization set forth in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionDisclosure Schedule (4.1); (iib) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and in good standing would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect); (iiic) has the requisite organizational power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, lease and to conduct its business as now conducted or proposed to be conductedconducted (including, and without limitation, to execute and deliver this Agreement and the Related Documents to which it is a party and to perform enter into the transactions contemplated hereby and therebydescribed herein); (ivd) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals material Governmental Approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect)conduct; (ve) is in compliance with its certificate of incorporation charter and bylaws and other organizational documentsor partnership or operating agreement, as applicable; and (vif) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Company and each of its Subsidiaries, (i) is a corporation or partnership, as applicable, duly formedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation, is a “registered organization” as defined Delaware in the UCC case of such jurisdiction Company and is not organized under as set forth on Schedule 4.5 in the laws case of any other jurisdictionits Subsidiaries; (ii) is duly qualified to do business as a foreign corporation or partnership, as applicable, and is in good standing in every under the laws of each jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it such qualification (except for jurisdictions in which such failure to so qualify or to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iii) has the requisite corporate or partnership power and authority authority, as applicable, and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be being conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has, or has applied for, all material licenses, permits, consents or approvals (a list of such material licenses are set forth on Schedule 4.4 hereto) from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect)conduct; (v) is in compliance with its certificate or articles of incorporation and bylaws and other organizational documentsincorporation, by-laws, partnership agreement or certificate of limited partnership, as applicable; and (vi) is in compliance with all applicable provisions of law (including, but not limited to, the anti-kick back provisions of the Social Security Act and the Health Insurance Portability and Accountability Act of 1996), except where the failure to be in for such non-compliance which would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower (i) is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct conduct, (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower In the case of each Loan Party that is not an individual, such Loan Party and each of its Subsidiaries (i) is a corporation corporation, limited liability company or limited partnership, as specified herein, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified as a foreign corporation, limited liability company or limited partnership and in good standing would not under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have a no Material Adverse Effect); (iii) has the all requisite corporate, limited liability company or partnership power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or articles or certificate of incorporation or formation, formation or operating agreement, by-laws, regulations or partnership agreement, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (vi) has all licenses, permits, consents or approvals necessary Permits from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where for Permits which can be obtained by the failure taking of ministerial action to secure the grant or transfer thereof or failures which in the aggregate have such licenses, permits, consents or approvals or make such filings or give such notices would not have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Seller (i) is a corporation limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and in good standing would could not reasonably be expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would do any of the foregoing could not have reasonably be expected to result in a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documentslimited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Credit Party and each of its Subsidiaries (i) is a corporation real estate investment trust or a corporation, limited liability company or limited partnership, or a qualified REIT subsidiary as specified herein, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified as a foreign corporation, limited liability company, limited partnership or REIT subsidiary and in good standing would under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate could not reasonably be expected to have a Material Adverse Effect); (iii) has the all requisite corporate, limited liability company, partnership or other power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or certificate of formation, by-laws, regulations or partnership or operating agreement or other organizational documents, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate could not reasonably be expected to have a Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals or make such filings the failure to obtain, file or give such notices would notice of, in the aggregate could not reasonably be expected to have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Loan Party and each of its Subsidiaries (i) is a corporation real estate investment trust or a corporation, as the case may be, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified or licensed and in good standing would not under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have a no Material Adverse Effect); (iii) has the all requisite power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or certificate of incorporation and by-laws, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Each Parent Guarantor, the Borrower and each of their respective Subsidiaries (ia) is a corporation duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporationits organization; (b) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to own (or hold under lease) and operate its property or assets and conduct the business in which it is currently engaged except, with respect only to such legal right and governmental licenses, authorizations, consents and approvals, where the failure to possess any such legal right or governmental license, authorization, consent or approvals could not reasonably be expected to have a Material Adverse Effect; (c) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to execute, deliver, and perform its obligations under the Loan Documents to which it is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionparty; (iid) is duly qualified to do business as a foreign entity, and is licensed and in good standing in every standing, under the laws of each jurisdiction in which where its ownership, lease or operation of property or the nature or conduct of its business requires it to be so qualified (such qualification or license, except where the failure so to qualify could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); and (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (ve) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is compliance, in compliance all material respects, with all applicable provisions Requirements of law (except where the failure to be in compliance would not have a Material Adverse Effect)Law.

Existence; Compliance with Law. The Borrower Each Loan Party and each of its Subsidiaries (ia) is a corporation duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered its organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (iib) is duly qualified to do business and is in good standing in every each foreign jurisdiction in which it conducts business, except for failures to so qualify which in the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not aggregate have a no Material Adverse Effect); (iiic) has the all requisite corporate, partnership or limited liability company power and authority and the legal right to own, pledge, mortgage, mortgage and operate and convey all of its properties, to lease the property it operates under lease, lease and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (ivd) is in compliance with its charter and by-laws or other comparable governing documents; (e) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (f) has all licensesnecessary Licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all Governmental Authorities each Government Authority having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licensesfor Licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect)."

Existence; Compliance with Law. The Each Parent Guarantor, the ------------------------------ Borrower and each of their respective Subsidiaries (ia) is a corporation duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporationits organization; (b) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to own (or hold under lease) and operate its property or assets and conduct the business in which it is currently engaged except, with respect only to such legal right and governmental licenses, authorizations, consents and approvals, where the failure to possess any such legal right or governmental license, authorization, consent or approvals could not reasonably be expected to have a Material Adverse Effect; (c) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to execute, deliver, and perform its obligations under the Loan Documents to which it is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionparty; (iid) is duly qualified to do business as a foreign entity, and is licensed and in good standing in every standing, under the laws of each jurisdiction in which where its ownership, lease or operation of property or the nature or conduct of its business requires it to be so qualified (such qualification or license, except where the failure so to qualify could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); and (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (ve) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is compliance, in compliance all material respects, with all applicable provisions Requirements of law (except where the failure to be in compliance would not have a Material Adverse Effect)Law.

Existence; Compliance with Law. The Such Borrower and each of its ------------------------------ Subsidiaries (ia) is a corporation duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporationits organization; (b) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to own (or hold under lease) and operate its property or assets and conduct the business in which it is currently engaged except, with respect only to such legal right and governmental licenses, authorizations, consents and approvals, where the failure to possess any such legal right or governmental license, authorization, consent or approvals could not reasonably be expected to have a Material Adverse Effect; (c) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to execute, deliver, and perform its obligations under, the Loan Documents to which it is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionparty; (iid) is duly qualified to do business as a foreign entity, and is licensed and in good standing in every standing, under the laws of each jurisdiction in which where its ownership, lease or operation of property or the nature or conduct of its business requires it to be so qualified (such qualification or license, except where the failure so to qualify could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); and (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (ve) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is compliance, in compliance all material respects, with all applicable provisions Requirements of law (except where the failure to be in compliance would not have a Material Adverse Effect)Law.

Existence; Compliance with Law. The Borrower (i) is a corporation limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, incorporation and is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to comply, individually or in the aggregate, could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licensescomply, permitsindividually or in the aggregate, consents or approvals or make such filings or give such notices would could not reasonably be expected to have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documentslimited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Borrower (ia) is a corporation duly formedorganized or incorporated, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its organization; (b) is duly qualified to do business as a foreign corporation or entity and in good standing under the laws of its each jurisdiction of incorporationwhere such qualification is necessary, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and or in good standing would not have could not, in the aggregate, be reasonably expected to result in a Material Adverse Effect); (iiic) has the all requisite power and authority and the legal right to own, pledge, mortgage, mortgage and operate and convey all of its properties, to lease the property it operates under lease, lease and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (ivd) is in compliance with its Constituent Documents; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance could not be reasonably expected to result in a Material Adverse Effect and except to the extent such Borrower is exempted from such compliance or such Borrower is prohibited from complying, under the Bankruptcy Code; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such for licenses, permits, consents or consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make such filings or give such notices would could not have be reasonably expected to result in a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Loan Party and each of its ------------------------------ Subsidiaries (i) is a corporation real estate investment trust or a corporation, as specified herein, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified or licensed and in good standing would not under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have a no Material Adverse Effect); (iii) has the all requisite power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or certificate of incorporation and by-laws, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower (i) is is, as of the Closing Date, and will continue to be, (A) a corporation limited liability company duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporationits formation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (iiB) is duly qualified to do business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and in good standing would could not reasonably be expected to have a Material Adverse Effect), and (C) in compliance with all Requirements of Law and Contractual Obligations, the noncompliance with which, in any instance or in the aggregate, would or could have a Material Adverse Effect; and (iiiii) has and will continue to have (X) the requisite limited liability company power and authority and the legal right to execute, deliver and perform its obligations under this Agreement and the other Loan Documents, and to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now now, heretofore or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (ivY) has all licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all filings with, and has given all notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over PrairieStone which are necessary or appropriate for the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (v) is in compliance with of its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect)business.

Existence; Compliance with Law. The Borrower Each Loan Party and each of its Subsidiaries (ia) is a corporation duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered its organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (iib) is duly qualified to do business and is in good standing in every each foreign jurisdiction in which it conducts business, except for failures to so qualify which in the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not aggregate have a no Material Adverse Effect); (iiic) has the all requisite corporate or limited liability company power and authority and the legal right to own, pledge, mortgage, mortgage and operate and convey all of its properties, to lease the property it operates under lease, lease and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (ivd) is in compliance with its charter and by-laws or other comparable governing documents; (e) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (f) has all licensesnecessary Licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all Governmental Authorities each Government Authority having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licensesfor Licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect)."

Existence; Compliance with Law. The Borrower Seller (i) is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and in good standing would could not reasonably be expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect)conduct; (v) is in compliance with its certificate of incorporation and bylaws and other organizational documentsby-laws; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Credit Party (ia) is a corporation is, subject to changes resulting from the Post-Closing Restructuring, duly formedorganized, validly existing and in good standing (or the equivalent in non-U.S. jurisdictions) under the laws of its respective jurisdiction of incorporation, is a “registered organization” as defined incorporation or organization set forth in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionDisclosure Schedule (3.1) ; (iib) is duly qualified to do conduct business and is in good standing (or the equivalent in every non-U.S. jurisdictions) in each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect)result in exposure to losses, damages or liabilities in excess of the Dollar Equivalent of $250,000; (iiic) has the requisite organizational power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, lease and to conduct its business as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (ivd) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect)conduct; (ve) is in compliance with its certificate of incorporation charter and bylaws and or partnership or operating agreement or other applicable organizational documents, as applicable; and (vif) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower (i) is a corporation limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporationformation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation formation and bylaws limited liability company agreement and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Transaction Party (i) is a corporation limited liability company or corporation, as applicable, duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation, is a “registered organization” as defined in the UCC of such jurisdiction applicable, and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iiiii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iviii) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (viv) is in compliance with its certificate of formation and limited liability company agreement or with its articles or certificate of incorporation and bylaws bylaws, as applicable, and other organizational documents; and (viv) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Loan Party and each of its ------------------------------ Subsidiaries (i) is a corporation real estate investment trust or a corporation, as specified herein, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified or licensed and in good standing would not under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have a no Material Adverse Effect); (iii) has the all requisite power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or certificate of incorporation and by-laws, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower (i) is a corporation limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification except where the failure to be so qualified and in good standing would could not reasonably be expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all material licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect)conduct; (v) is in compliance with its certificate of incorporation and bylaws and other organizational documentslimited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect)Effect within the meaning of clauses (a)(ii) and (b) through (e) of the definition thereof.

Existence; Compliance with Law. The Borrower Each Selling Subsidiary (i) is a corporation corporation, limited liability company or limited partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionformation; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and is not reasonably likely to result in good standing would not have a Material Adverse Effect); (iii) has the requisite power corporate, company or partnership power, as applicable, and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have obtain such licenses, permits, consents or approvals or make such filings or give such notices would is not have reasonably likely to result in a Material Adverse Effect); (v) is in compliance with its certificate of incorporation charter and bylaws and other organizational documentsbylaws; and (vi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Servicer (i) is a corporation limited liability company duly formedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); (iii) has the requisite limited liability company power and authority and the legal right to own, pledge, mortgage, own and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents WNC Receivables, LLC Receivables Purchase and Servicing Agreement or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices do so would not have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation charter and bylaws and other organizational documentsbylaws; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower (i) is a corporation limited ------------------------------ liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to comply, individually or in the aggregate, could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have such licensescomply, permitsindividually or in the aggregate, consents or approvals or make such filings or give such notices would could not reasonably be expected to have a Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documentslimited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Borrower Each Guarantor (i) is a corporation corporation, limited liability company or limited partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionformation; (ii) is duly qualified to do conduct business and is in good standing in every each other jurisdiction in which where its ownership or lease of property or the nature conduct of its business requires it to be so qualified (such qualification, except where the failure to be so qualified and qualified, individually or in good standing would the aggregate, could not reasonably be expected to have a Material Adverse Effect); (iii) has the requisite corporate, company or partnership power and authority and the legal right to own, pledge, mortgage, mortgage or otherwise encumber and operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business business, in each case, as now or now, heretofore and proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) subject to specific representations set forth herein regarding ERISA has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (conduct, except where the failure to have obtain such licenses, permits, consents or approvals or make such filings or give such notices would is not have reasonably likely to result in a Material Adverse Effect); (v) is in compliance with its certificate of incorporation charter and bylaws and other organizational documentsbylaws; and (vi) subject to specific representations set forth herein regarding ERISA, tax laws and other laws, is in compliance with all applicable provisions of law (law, except where the failure to comply, individually or in the aggregate, could not reasonably be in compliance would not expected to have a Material Adverse Effect).

Existence; Compliance with Law. The Each Parent Guarantor ------------------------------ the Borrower and each of their respective Subsidiaries (ia) is a corporation duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporationits organization; (b) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to own (or hold under lease) and operate its property or assets and conduct the business in which it is currently engaged except, with respect only to such legal right and governmental licenses, authorizations, consents and approvals, where the failure to possess any such legal right or governmental license, authorization, consent or approvals could not reasonably be expected to have a Material Adverse Effect; (c) has the corporate, limited liability company or partnership power and authority, legal right and all governmental licenses, authorizations, consents and approvals to execute, deliver, and perform its obligations under the Loan Documents to which it is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionparty; (iid) is duly qualified to do business as a foreign entity, and is licensed and in good standing in every standing, under the laws of each jurisdiction in which where its ownership, lease or operation of property or the nature or conduct of its business requires it to be so qualified (such qualification or license, except where the failure so to qualify could not reasonably be so qualified and in good standing would not expected to have a Material Adverse Effect); and (iii) has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); (ve) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is compliance, in compliance all material respects, with all applicable provisions Requirements of law (except where the failure to be in compliance would not have a Material Adverse Effect)Law.

Existence; Compliance with Law. The Borrower Each Loan Party and each of its Subsidiaries (i) is a corporation real estate investment trust or a corporation, as specified herein, duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdictionits formation; (ii) is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified or licensed and in good standing would not under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have a no Material Adverse Effect); (iii) has the all requisite power and authority and the legal right to own, pledge, mortgage, operate pledge and convey all of mortgage its properties, to lease (as lessee) the property properties that it operates under leaseleases as lessee, to lease or sublease (as lessor) the properties it owns and/or leases (as lessee) and to conduct its business as now or currently proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; (iv) is in compliance with its declaration of trust or certificate of incorporation and by-laws, as appropriate; (v) is in compliance with all other applicable Requirements of Law except for such non-compliances as in the aggregate have no Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation leasing and conduct (conduct, except where the failure to have such for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or make such filings transfer thereof or give such notices would not failures which in the aggregate have a no Material Adverse Effect); (v) is in compliance with its certificate of incorporation and bylaws and other organizational documents; and (vi) is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).