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

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except in each case (other than clauses (a)(i) and clause (b)(ii), in each case, with respect to the Borrower), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, party and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, ; except in each case (other than clauses (a)(i) and with respect to clause (b)(iia) (as to any Subsidiary only), clause (b)(i) and/or clause (c), in each case, with respect to the Borrower), only to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Borrower, the Parent and each of its Material Subsidiaries Consolidated Entity (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents (if any) to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(ii), in each case, with respect to the Borrowerc) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is It (i) is a Person duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organizationincorporation, (bii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (iA) own or lease its assets and carry on its business and (iiB) execute, deliver and perform its obligations under the Loan Documents to which it is a partythis Agreement, and (ciii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (iv) is in compliance with all Laws and (v) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (ii), (other than clauses in the case of (a)(i) and clause (b)(iiii)(B)), in each case(iii), with respect to the Borrower(iv) or (v), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Company and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Lessee and each of its Material Subsidiaries (a) is Guarantor (i) is a corporation or other legal entity duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (bii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (ix) own its assets and carry on its business and (iiy) execute, deliver and perform its obligations under the Loan Documents Operative Agreements to which it is a party, and (ciii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iiii)(x), in each case, with respect to the Borrower(iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate or limited liability company power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is Each Loan Party (i) is a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (bii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (iA) own its assets and carry on its business and (iiB) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (ciii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws; except in each case (other than referred to in clauses (a)(i) and clause (b)(iiii)(A), in each case, with respect to the Borrower(iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite the organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case (other than clauses (a)(i) and referred to in clause (b)(iib) (i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material their respective Subsidiaries (a) is (i) are corporations or other entities duly organized or formedorganized, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its their respective incorporation or organization, (b) has have all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) to own its or lease their respective assets and carry on its their respective business and (ii) to execute, deliver deliver, and perform its their respective obligations under the Loan Documents to which it is they are a party, and (c) is are duly qualified and is licensed and are in good standing under the Laws of each jurisdiction where its their ownership, lease or operation of properties or the conduct of its business requires their respective businesses require such qualification or licenselicense and (d) are in compliance with all Laws, except in each case referred to in clause (other than clauses b)(i), (a)(ic) and this clause (b)(ii), in each case, with respect to the Borrowerd), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.. 101 172003018

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all applicable Laws; except in each case (other than referred to in clauses (a)(i) and clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Each Borrower and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite the organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case (other than clauses (a)(i) and referred to in clause (b)(iib) (i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) and, as applicable, in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and the Collateral Documents to which it is a party, and (c) is duly qualified and is licensed and and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, license and (d) is in compliance with Laws; except in each case referred to in clause (other than clauses b)(i), (a)(ic) and clause (b)(ii), in each case, with respect to the Borrowerd), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Such Credit Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation, partnership, or limited liability company, as applicable, duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Transaction Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Document Party (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in subsection (other than clauses (a)(i) and clause (b)(iib)(i), in each case, with respect to the Borrower(c) or this subsection (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries other Subsidiary (a) is (i) duly organized incorporated or formedorganized, validly existing and (ii) in good standing, in each case, standing under the Laws laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its properties; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Borrower, the Parent and each of its Material Subsidiaries Consolidated Entity (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents (if any) to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.. 95541499_13 Exhibit 10(n)

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to 51 the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, insurance licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws Requirements of Law of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Requirements of Law; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organizationorganization except to the extent permitted by Section 7.04, (b) has all requisite corporate or other organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all applicable Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Such Credit Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Credit Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Requirements of Law; except in each case (other than referred to in clauses (a)(i) and clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all applicable Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Each of the Borrower and each of its Material Significant Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in 28 Credit Agreement good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party(in the case of the Borrower), and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all Laws, except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Each of the Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) and, as applicable, in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and the Collateral Documents to which it is a party, and (c) is duly qualified and is licensed and and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, license and (d) is in compliance with Laws; except in each case (other than referred to in clauses (a)(ib)(i), (c) and clause (b)(ii), in each case, with respect to the Borrowerd), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite limited liability company or corporate power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (d) is in compliance with all Laws and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted, except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case(c), with respect to the Borrower(d) or (e), to the extent that failure to do so could would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except in each case (other than clauses (a)(i) and clause (b)(ii), in each case, with respect to the Borrower), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Section 5.02.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause ------ (other than clauses (a)(i) and clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably ------ --- --- be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) a corporation duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all material requisite governmental licenses, authorizations, consents and approvals to to, in each case, (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Company and each of its Material Subsidiaries Subsidiary (a) is (i) duly organized incorporated or formedorganized, validly existing and (ii) in good standing, in each case, standing under the Laws laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents (if any) to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licenselicense and (d) is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its properties; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Subsidiary (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) a corporation duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries Subsidiary thereof (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Each General Partner is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to be so or do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) and, as applicable, in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyDocuments, and (c) is duly qualified and is licensed and in good standing (to the extent such concept is relevant under the Laws of the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than referred to in clauses (a)(i) and clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation, partnership, or limited liability company duly organized or formed, validly existing existing, and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents consents, and approvals to (i) own its assets and carry on its business and (ii) execute, deliver deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease lease, or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case(c), with respect to the Borroweror (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower Each Loan Party and each of its Material Subsidiaries (a) is (i) duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries (a) is (i) a corporation, partnership or limited liability company, duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and assets, carry on its business and (ii) to execute, deliver deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in subsection (other than clauses c) or (a)(id) and clause (b)(ii), in each case, with respect to the Borrower)of this Section, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Loan Party (a) is (i) a corporation, partnership or limited liability company duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, ; except in each case (other than clauses (a)(i) and referred to in clause (b)(iia), in each case(b)(i), with respect to the Borroweror (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that this exception does not apply to clause (a) insofar as it relates to valid existence.

Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Material Subsidiaries Each Consolidated Party (a) is (i) a corporation or other entity duly organized or formed, validly existing and (ii) in good standing, in each case, standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such CHAR1\1376580v5 qualification or license, and (d) is in compliance with all Laws; except in each case (other than clauses (a)(i) and referred to in clause (b)(iib)(i), in each case, with respect to the Borrower(c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.