(q) Incorporation and Good Standing of the Company, the Guarantors and their Significant Subsidiaries. Each of the Company, the Guarantors and their respective significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, each, a Significant Subsidiary and collectively, the Significant Subsidiaries) has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited liability company or sociedad anónima de capital variable, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate or limited liability company power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company and the Guarantors, to enter into and perform its obligations under this Agreement. Each of the Company, the Guarantors and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company or sociedad anónima de capital variable, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a material adverse effect (i) on the condition, financial or otherwise, or on the earnings, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company, the Guarantors and their respective subsidiaries, considered as one entity or (ii) on the ability of the Company or the Guarantors to perform their obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Securities (each, a Material Adverse Effect). All of the issued and outstanding shares of capital stock of each Significant Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to the Annual Report on Form 10-K which is required to be so listed.
(r) No Conflicts. The Companys and the Guarantors execution, delivery and performance of this Agreement, the Indenture, the Notes and the Guarantees, as applicable (collectively, the Transaction Documents) and the consummation of the transactions contemplated hereby and thereby, by the Disclosure Package and by the Prospectus, including, without limitation, the application of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the charter documents of the Company, the Guarantors or any of their Significant Subsidiaries, (ii) will not conflict with or constitute a breach of, or default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or any of their Significant Subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which the Company, the Guarantors or any of their Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company, the Guarantors or any of their Significant Subsidiaries is subject (each, an Existing Instrument), and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company, the Guarantors or any of their Significant Subsidiaries, of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company, the