Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 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; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each 1">Subsidiary thereof1">of its Subsidiaries # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 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; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each 1">Subsidiary thereof1">of its Subsidiaries # is duly3"> incorporated, organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a 5">party,5">party and consummate the Transaction, and # is duly qualified and is licensed 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; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization,1"> except, solely in the case of a Subsidiary that is not a Loan Party, to the extent that the failure of such Subsidiary to be duly organized or formed and in good standing would not reasonably be expected to have a Material Adverse Effect, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 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; except in each case referred to in 3">clause3">[clause (b)5">](i) or (c), to the extent that failure to do so 7">could7">would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization,1"> except, solely in the case of a Subsidiary that is not a Loan Party, to the extent that the failure of such Subsidiary to be duly organized or formed and in good standing would not reasonably be expected to have a Material Adverse Effect, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 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; except in each case referred to in 3">clause3">[clause (b)5">](i) or (c), to the extent that failure to do so 7">could7">would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing 1">and, as applicable,1">and in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own 3">or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 5">and, as applicable,5">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 referred to in clause 7">(a) with respect to Subsidiaries other than a Loan Party or a Material Subsidiary, and [clause (b)9">](i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.11"> No Borrower is an Affected Financial Institution.

Existence, Qualification and Power. Each Loan Party and each 1">Subsidiary thereof1">of its Restricted Subsidiaries # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority 3">and all requisite governmental licenses, authorizations, consents and approvals to5"> # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party,7"> # has all requisite governmental licenses, authorizations, consents and approvals necessary to own or lease its assets and carry on its business and # is duly qualified and is licensed 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; except in each case referred to in clause 9">(b)(i)9">(c) or 11">(c)11">(d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and 1">Power.1">Power; Compliance with Laws. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing 3">and, as applicable,3">and in good standing5"> (if applicable in such Loan Party’s or Subsidiary’s jurisdiction of incorporation or organization) under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, 7">and # is duly qualified and is licensed 9">and, as applicable,9">and in good standing11"> (if applicable in such Loan Party’s or Subsidiary’s jurisdiction of incorporation or organization) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or 13">license;13">license, and # is in compliance with all Laws; except in each case referred to in clause (b)(i)15">, (c) or 17">(c)17">(d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party1"> and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a 3">party,3">party and consummate the Transactions, and # is duly qualified and is licensed 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; 5">except in each case referred5">except, solely with respect to 7">in clause7">clauses (b)(i) 9">or9">and (c)11">,11"> above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each 1">Restricted Subsidiary 3">thereof3">(other than an Immaterial Subsidiary) # is5"> # duly organized or formed, 7"># validly existing 9">and, as applicable,9">and # in good standing11"> (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # 13">in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 15">and, as applicable,15">and (to the extent 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; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so 17">could17">would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party1"> and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite 3">corporate or limited liability company power and authority and all5"> material requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, and # is duly qualified and is licensed 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; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.