Common use of Subsidiary Entities Clause in Contracts

Subsidiary Entities. The Borrower Parties have fully disclosed to Lenders all material aspects of the ownership structure of the Borrower Parties and their respective Subsidiary Entities, and have disclosed to Lenders (1)the correct legal name, the type of organization, and the jurisdiction of incorporation or organization of each Subsidiary Entity, and (2) the class of outstanding Capital Stock of such Persons along with the percentage thereof owned by the Borrower Parties and their Subsidiaries. None of such issued and outstanding Capital Stock or Securities of any CNL Entity is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Securities, except as disclosed to Administrative Agent in writing prior to the Closing Date. The outstanding Capital Stock of each Subsidiary Entity is duly authorized, validly issued, fully paid and nonassessable. Each CNL Core Entity: (A) is a corporation, limited liability company, or partnership, which is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would limit its ability to use the courts of such jurisdiction to enforce Contractual Obligations to which it is a party, and (C) has all requisite power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.

Subsidiary Entities. The Borrower Parties have fully disclosed to Lenders Administrative Agent all material aspects of the ownership structure of the Borrower Transaction Parties and their respective Subsidiary Entities, Entities and have disclosed to Lenders (1)the Administrative Agent the correct legal namename of each such Person, the type of organization, and the jurisdiction of its incorporation or organization of each Subsidiary Entityorganization, and (2) the class of outstanding Capital Stock of such Persons Transaction Parties along with the percentage thereof owned by the Borrower Transaction Parties and their Subsidiaries. None of such issued and outstanding Capital Stock or Securities of any CNL Entity is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Securities, except as disclosed to Administrative Agent in writing prior to the Closing Date. The outstanding Capital Stock of each Subsidiary Entity is duly authorized, validly issued, fully paid and nonassessable. Each CNL Core EntityExcept for De Minimis Subsidiaries, each Subsidiary Entity of Transaction Parties: (A) is a corporation, limited liability company, or partnership, which is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would limit its ability to use the courts of such jurisdiction to enforce any and all material Contractual Obligations to which it is a party, and (C) has all requisite power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.