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

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), 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. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all LawsLaws (including the USA PATRIOT Act, anti-money laundering laws and OFAC), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to Holdings and the BorrowerBorrowers), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (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 as currently conducted (except, in the case of any Loan Party other than the Borrowers, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect) and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents and each other agreement or instrument contemplated hereby or thereby to which it is a party, (c) is duly qualified and is licensed and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (d) is in compliance with all Laws, orders, writs and injunctions and Laws (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conductedincluding the Act); except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), 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. Each Loan Party and each of the Restricted Subsidiary Subsidiaries (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (where relevantto the extent such concept is applicable in 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, qualification and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the BorrowerBorrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow and to obtain Letters of Credit hereunder, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrowerany Loan Party), (b)(i) (other than with respect to the Borrowerany Loan Party), (c), (d) or (e), to the extent that failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in the case of clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), 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. Each Loan Party Party, HGVI and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of HGVI, the Borrower and the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the BorrowerCompany), (b)(i) (other than with respect to the BorrowerCompany), (c), (d) or and (e), 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. Each Loan Party and each Restricted Subsidiary thereof (a) is a Person duly organized or formed, validly existing and (to the extent the concept of “good standing” exists under such Laws) in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (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 as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and (to the extent the concept of “good standing” exists under such Laws) in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each casecase referred to in clause (b)(i), (c) or (d) (or, with respect to any Subsidiary that is not a Loan Party, in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrowerb), (c), (d) or (ed)), 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. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary Subsidiaries (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (where relevantto the extent such concept is applicable in 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, qualification (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conductedconducted and (e) is in compliance with all Laws; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other b)(i)(other than with respect to the Borrower), (c), (d) or and (e), to the extent that any failure to do be so could or to have such would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Parent, the Borrower and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to any Parent and the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Party, HGVI and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of HGVI, the Borrowers and the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the BorrowerCompany), (b)(i) (other than with respect to the BorrowerCompany), (c), (d) or and (e), 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. Each Loan Party and each Restricted Subsidiary Performance Guarantor (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Transaction Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), 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. Each Loan Party and each Restricted Subsidiary Group Company (ai) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (bii) has all requisite corporate or other organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (iA) own or lease its assets and carry on its business as currently conducted and (iiB) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (ciii) is duly qualified and is licensed and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (div) is in compliance with all LawsLaws (including, orderswithout limitation, writs and injunctions and (e) has all requisite governmental licensesthe U.S. Patriot Act), authorizations, consents and approvals to operate its business as currently conducted; except in each case, any case referred to in clause (a) (other than with respect to the Borrowerii)(A), (b)(i) (other than with respect to the Borrower), (c), (diii) or (eiv), 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. Each Holdings, each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction) under the Laws of the jurisdiction of its incorporation, organization or formation, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Holdings and each Loan PartiesParty, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevantto the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except except, in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary thereof (a) is a Person duly organized or formed, validly existing and (to the extent the concept of “good standing” exists under such Laws) in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (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 as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and (to the extent the concept of “good standing” exists under such Laws) in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each casecase referred to in clause (b)(i), (c) or (d) (or, with respect to any Subsidiary that is not a Loan Party, in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrowerb), (c), (d) or (ed)), 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. Each Loan Party and each Restricted Subsidiary of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (except, with respect to any Subsidiary that is not a Material Subsidiary or a Guarantor, where the extent such concept exists failure to be so duly organized or formed, validly existing and in such jurisdictiongood standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), (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 as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and consummate the Transaction, (c) is duly qualified and is licensed and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), 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. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), 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. Each Loan Party and each of the Restricted Subsidiary Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing (to the extent such concept exists under applicable Law) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite corporate or organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs writs, injunctions and injunctions orders (including the United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95213, §§101.104), as amended) and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Parent, each Borrower and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the any Parent and any Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. Section 5.02

Existence, Qualification and Power; Compliance with Laws. Each of Parent, each other Loan Party and each of the Restricted Subsidiary Subsidiaries (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (where relevantto the extent such concept is applicable in 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, qualification and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in this Section 5.01 (other than clause (a) (other than with respect to the Borrower), Borrower and clause (b)(ib)(ii) (other than with respect to Parent and the Borrower), (c), (d) or (eother Loan Parties), to the extent that any failure to do be so or to have such could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow hereunder, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrowerany Loan Party), (b)(i) (other than with respect to the Borrowerany Loan Party), (c), (d) or (e), to the extent that failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all applicable Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in the case of clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), 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. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized organized, incorporated or formedformed (as the case may be), validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), 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. Each Loan Party of Parent, each Borrower and each Restricted Subsidiary of their respective Subsidiaries (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (where relevantto the extent such concept is applicable in 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, qualification and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in this Section 5.01 (other than clause (a) (other than with respect to Parent and the Borrower), Borrowers and clause (b)(ib)(ii) (other than with respect to Parent and the Borrower), (c), (d) or (eother Loan Parties), to the extent that any failure to do be so or to have such could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently now conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and maintains all permits and licenses necessary to conduct its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow hereunder, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrowerany Loan Party), (b)(ib) (i) (other than with respect to the Borrowerany Loan Party), (c), (d) or (e), to the extent that failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including applicable portions of the USA PATRIOT Act and applicable anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the BorrowerParent), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Parent, the Borrower and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to any Parent and the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. Section 5.02

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow and to obtain Letters of Credit hereunder, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in 121 compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrowerany Loan Party), (b)(i) (other than with respect to the Borrowerany Loan Party), (c), (d) or (e), to the extent that failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Section 5.02.

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

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted other Subsidiary (a) is a Person duly organized incorporated or formedorganized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (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 as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing (where relevant) under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationqualification or license, and (d) is in compliance with all Lawslaws, orders, writs regulations and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals orders of any Governmental Authority applicable to operate it or its business as currently conductedproperties; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), 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. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty and, in the case of the Borrower, to borrow and to obtain Letters of Credit hereunder, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrowerany Loan Party), (b)(i) (other than with respect to the Borrowerany Loan Party), (c), (d) or (e), to the extent that failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. 116

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

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization (provided that with respect to the extent such German Entities the concept exists in such jurisdictionof good standing does not exist under the laws of the Federal Republic of Germany), (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to Holdings and the BorrowerBorrowers), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including applicable portions of the USA PATRIOT Act and applicable anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Parent Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party Parent, each Borrower and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the any Parent and any Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party The Parent, the Borrower and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Parent and the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted other Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to Holdings and the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently now conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), clauses (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Party and each of its Subsidiaries are in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and maintains all permits and licenses necessary to conduct its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all LawsLaws (including Medicare Regulations, Medicaid Regulations and HIPAA), orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause clauses (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or and (e), 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. Each Loan Party and each Restricted Subsidiary of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently now conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries are in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and maintains all permits and licenses necessary to conduct its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiary Subsidiaries (a) is a Person duly organized organized, formed or formedincorporated, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (where relevantto the extent such concept is applicable in 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, qualification and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause clauses (a) (other than with respect to the BorrowerBorrowers), (b)(i), (b)(ii) (other than with respect to the BorrowerBorrowers), (c), ) and (d) or (e), to the extent that any failure to do be so or to have such could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction 105 where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the BorrowerCompanies), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws (including the USA PATRIOT Act, Anti-Corruption Laws, anti-money laundering laws and Sanctions), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently 133 conducted; except in each case, case referred to in clause (a) (other than with respect to Holdings and the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized organized, incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite corporate power or other organisationalorganizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevantto the extent such concept exists in 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, (d) is in compliance with all applicable Laws, orderswrits, writs injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified to do business as a foreign corporation (or equivalent thereof) and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or and (e), 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. Each Loan Party and each Restricted Subsidiary of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently now conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrowerb), (c), (d) or (ed), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries are in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and maintains all permits and licenses necessary to conduct its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdictionorganization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and and, where applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in material compliance with all LawsLaws (including the USA PATRIOT Act and anti-money laundering laws), orders, writs writs, injunctions and injunctions orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause (a) (other than with respect to the Parent Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary, (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists concepts exist in such jurisdiction, ); (b) has all requisite corporate or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, party and consummate the Transactions; (c) is duly qualified and in good standing (where relevantto the extent such concepts exist in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, ; (d) is in compliance with all applicable Laws, orders, writs and injunctions ; and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, case referred to in clause clauses (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the BorrowerBorrowers), (c), (d) or (e), to the extent that failure to do so could has not resulted in, or is not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.. Authorization;