Common use of Corporate Existence; Compliance with Law Clause in Contracts

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate requisite power and authority and the legal right to own and operate all its Propertymaterial property, to lease the Property material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation to conduct business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to so qualify or be so qualified in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Except as set forth on Schedule 3.3, each of Holdings, the Borrower and their respective Subsidiaries the other Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite corporate power and authority to own and operate all its Propertymaterial property, to lease the Property material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation to conduct business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to so qualify or be so qualified in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified could or in good standing would not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law Law, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, qualification and (d) is in compliance with all Requirements of Law (other than Requirements of Law with respect to which representations as to compliance are made in subsections 5.13 and 5.16) except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Holdings and their respective ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where to the extent the failure to be so qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, qualification and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective Subsidiaries Credit Parties (a) is duly organized, validly existing and in good standing (or the foreign equivalent, if any) under the laws of the jurisdiction of its organization, (b) has the corporate requisite power and authority and the legal right to own and operate all its Propertymaterial property, to lease the Property material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation to conduct business and in good standing (or the foreign equivalent, if any) under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to so qualify or be so qualified in good standing (or the foreign equivalent, if any) could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified could obtain such qualification would not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Packard and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Company and their respective ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Company and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where the failure to be so duly qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualified qualify could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower ---------------------------------------- and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of HoldingsParent, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified obtain such qualifications could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries and Holdings (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified qualify could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Lessee and each Subsidiary of Holdings, the Borrower and their respective Subsidiaries Lessee (ai) is duly organizedorganized or formed, validly existing and (in the case of Lessee and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (bii) has the corporate power and authority and legal right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (diii) is in compliance with all Requirements of Law Law, except to the extent that the failure all failures to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) in the case of Lessee and its Material Subsidiaries, is duly qualified and in good standing to do business in each jurisdiction in which the nature or conduct of its business or the ownership, leasing, operation or holding of its properties requires such qualification, except such jurisdictions where the failure so to qualify would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Guarantor and each of Holdings, the Borrower and their respective its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (bii) has the corporate power and authority and the legal right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (div) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where to the extent the failure to be so qualified or in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of HoldingsParent, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and is in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Company ---------------------------------------- and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualified or in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) has any other valid and current classification under the regulations of each of the Agencies necessary in the normal conduct of its business and (df) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Borrowers and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where to the failure extent that all failures to be so qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure all failures to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Borrowers and their respective Subsidiaries the other Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other necessary power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation to do business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where for jurisdictions in which the failure to be so qualified qualify, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Lessee and each Subsidiary of Holdings, the Borrower and their respective Subsidiaries Lessee (ai) is duly organizedorganized or formed, validly existing and (in the case of Lessee and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate power and authority and legal right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (diii) is in compliance with all Requirements of Law Law, except to the extent that the failure all failures to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) in the case of Lessee and its Material Subsidiaries, is duly qualified and in good standing to do business in each jurisdiction in which the nature or conduct of its business or the ownership, leasing, operation or holding of its properties requires such qualification, except to the extent that all failures to be so qualified could not in aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdingsthe Parent, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the 42 37 business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the The Borrower and their respective each of its Subsidiaries (ai) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (bii) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where the failure to be so duly qualified could not reasonably be expected to have a Material Adverse Effect, and (div) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith any non-compliance which could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, including without limitation, necessary authorizations from the FCC and FAA to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified and in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower ---------------------------------------- and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified qualify could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified and/or in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not reasonably be expected to have have, a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective Subsidiaries each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect., (d) has any other valid and current classification under the regulations of each of the Agencies necessary in the normal conduct of its business and (f) is in

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Borrowers and their respective Subsidiaries the other Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where for jurisdictions in which the failure to be so qualified qualify, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Holdings and their respective each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where to the extent the failure to be so qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except where to the extent that the failure to qualify as a foreign corporation or be so qualified in good standing could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and their respective its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of as a foreign corporation, and is duly authorized to do business, in each jurisdiction where its ownership, lease the ownership or operation leasing of Property property or the conduct character of its business requires operations makes such qualificationqualification necessary, except where the failure to be so qualified could qualify would not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure all failures to comply therewith could not, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.