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

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is is, or will be on or before the date set forth in subsection 6.12, duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where except to the extent that the failure to so qualify could not, in the aggregate, reasonably be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company or an unlimited company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrower), to the extent that the failure to be organized, existing and (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and (to the extent applicable in the relevant jurisdiction) 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, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each The Borrower and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or formationorganization, except to the extent that the failure of the Subsidiaries to be so organized, validly existing and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational 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, except to the extent that the failure to have such power, authority and legal right would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws Laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent failure to so qualify or be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, including, without limitation, with respect to environmental laws, except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Parent Borrower), to the extent that the failure to be organized, existing and (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company and (to the extent applicable in the relevant jurisdiction) 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, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organizedincorporated, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company or 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 with any of (a) through (d) would not, either individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party and each of the Loan Parties its Restricted Subsidiaries (ai) is a limited liability company, unlimited liability company, partnership or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (bii) has the corporate or other organizational power and authority, authority and the legal right, 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, except to the extent that the failure to have such legal right would power, authority, or rights could not reasonably be reasonably expected to have a Material Adverse Effect, (ciii) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect and (div) is in compliance with all applicable Requirements of Law, except to the extent that the failure to comply therewith would notcould not reasonably be expected to, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each The Parent and each of the Loan Parties (a) its Subsidiaries is a corporation or other legal entity duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the its jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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 engagedorganization, except to the extent that where the failure to have such legal right be in good standing would not reasonably be reasonably expected likely to have a Material Adverse Effect. The Parent and each of its Subsidiaries (i) has the corporate power and authority and the legal right to own and operate its property and to conduct its business, (cii) is duly qualified as a foreign corporation or a limited liability company other legal entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation ownership of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (diii) is in compliance with all Requirements of Law, except where (a) the failure to have such power, authority and legal right as set forth in clause (i) hereof, (b) the extent that failure to be so qualified or in good standing as set forth in clause (ii) hereof, or (c) the failure to comply therewith would notwith Requirements of Law as set forth in clause (iii) hereof, is not reasonably likely, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would could not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would could not reasonably be reasonably 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 would could not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the limited liability company or corporate or other organizational power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company or 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, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not be reasonably expected to not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties such Borrower and its Subsidiaries (a) is duly organized, validly existing and (in the case of the Company and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) in the case of the Company and its Material Subsidiaries, is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where except to the failure extent that all failures to be so qualified and could not, in good standing would not the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Obligor (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (bii) has the corporate (or limited partnership or limited liability company or other organizational form of organization, as applicable) power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, and (ciii) is duly qualified as a foreign corporation (or a limited partnership or limited liability company or other form of organization, as applicable) 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, other than in such jurisdictions where except to the extent that the failure to be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect Effect. Each of Kimco and (d) its Subsidiaries is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrowers and their respective Subsidiaries (a) is duly organized, validly existing and (in the case of the Company and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) in the case of the Company and its Material Subsidiaries, is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where except to the failure extent that all failures to be so qualified and could not, in good standing would not the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties The Borrower and each Subsidiary, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate corporate, partnership or other organizational power limited liability company power, as the case may be, and authority, and the legal right, to own and operate its propertyProperties, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except engaged and in which it proposes to be engaged after the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse EffectClosing Date, (c) is duly qualified as a foreign corporation or a limited liability company entity 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, other than in such each of which jurisdictions is set forth on Schedule 4.2 hereto, except for those jurisdictions where the failure to be so qualified and or in good standing would has not be reasonably expected to have had and will not result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, could not reasonably be reasonably expected expect to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational 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, except to the extent that the failure to have such power, authority or legal right would could not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and entity and, to the extent applicable under the laws of such jurisdiction, 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, other than in any such jurisdictions jurisdiction where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with the terms of its Organizational Documents, and all Requirements of Law, Law and all Governmental Authorizations except to the extent that the failure to comply therewith would with all Governmental Authorizations and Requirements of Law could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower, each Restricted Subsidiary and each other Subsidiary Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertymaterial properties, to lease the property material properties it operates as lessee and to conduct the business businesses in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company company, as applicable, 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, other than in such jurisdictions qualification except where the failure to be so qualified and or in good standing would not be reasonably expected to have a Material Adverse 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 would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Party and each Specified Foreign Subsidiary (a) is a corporation or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except no representation is made as to the good standing of any Subsidiary organized under the laws of a jurisdiction in which there is no concept of good standing), (b) has the corporate or other organizational partnership 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where qualification except to the extent that the failure to be so qualified and qualify would not, in good standing would not the aggregate, be reasonably expected likely to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except as of the Closing Date only, to the extent such failure to be in good standing could not reasonably be determined to have a Material Adverse Effect), (b) has the corporate or other organizational requisite power and authority, and the legal rightall material licenses, permits and authorizations, 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than qualification except in such jurisdictions where the failure to be so qualified and or in good standing would has not had, and could not reasonably be reasonably expected to have have, a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) except as set forth on Schedule 5.3, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties The Borrower and each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate corporate, partnership or other organizational power limited liability company power, as the case may be, and authority, and the legal right, to own and operate its propertyProperties, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except engaged and in which it proposes to be engaged after the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse EffectClosing Date, (c) is duly qualified as a foreign corporation or a limited liability company entity 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, other than in such each of which jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect is set forth on Schedule 3.2 hereto and (d) is in compliance with all Requirements of Law, except except, with respect to clause (c) and (d) above, to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not be reasonably expected to not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organizedincorporated, organized or formed, validly existing and (where applicable), except as set forth on Schedule 4.3, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee lessee, to license the property it exploits as licensee or licensor, and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company other organization and in good standing (where applicable) under the laws of each jurisdiction where its ownership, lease lease, licensing or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have cause a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have cause a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower, each Restricted Subsidiary and each other Subsidiary Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertymaterial properties, to lease the property material properties it operates as lessee and to conduct the business businesses in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company company, as applicable, 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, other than in such jurisdictions qualification except where the failure to be so qualified and or in good standing would not be reasonably expected to have a Material Adverse 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, except Lawexcept to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Holdings and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, except as set forth on Schedule 5.3 (but subject to the provisions of Section 7.15), (b) has the corporate or other organizational power and 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, except as set forth on Schedule 5.3 (but subject to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effectprovisions of Section 7.15), (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where except to the extent that the failure to so qualify could not, in the aggregate, reasonably be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Company and its Subsidiaries (other than any non-Domestic Subsidiary which is not a Material Foreign Subsidiary) (a) is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and corporation, if applicable, and, if applicable, 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, other than in such jurisdictions where qualification except to the extent that the failure to be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except as of the Original Closing Date only, to the extent such failure to be in good standing could not reasonably be determined to have a Material Adverse Effect), (b) has the corporate or other organizational requisite power and authority, and the legal rightall material licenses, permits and authorizations, 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than qualification except in such jurisdictions where the failure to be so qualified and or in good standing would has not had, and could not reasonably be reasonably expected to have have, a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Holdings and each Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent and each Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would could not be reasonably expected to have a Material Adverse EffectChange, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would could not be reasonably expected to have a Material Adverse Effect Change, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse EffectChange.

Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member and EPE Holding Corporation (a) is duly organizedincorporated, organized or formed, validly existing and (where applicable) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee lessee, to license the property it exploits as licensee, and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company other organization and in good standing (where applicable) under the laws of each jurisdiction where its ownership, lease lease, licensing or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have cause a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational partnership power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company partnership 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, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not be reasonably expected to not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) subject to the provisions of the Bankruptcy Code and entry of the Interim Financing Order (or the Final Financing Order, when applicable) by the Bankruptcy Court, has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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 ownership or operation leasing of property or the conduct character of its business requires operations makes such qualificationqualification necessary, other than in such jurisdictions except where the failure to be so qualified and in good standing qualify would not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would not, in the aggregate, not reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Parent, the Company and the Subsidiaries of the Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company entity 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Parent, the ---------------------------------------- Company and the Subsidiaries of the Company (a) is duly organized, validly - existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as - a foreign corporation or a limited liability company entity 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements - of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower ---------------------------------------- and its Active Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company entity 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d), except as set forth on Schedule 2.2(j) to the Recapitalization Agreement, is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except in the case of inactive Subsidiaries listed on Schedule 6.15 solely with respect to good standing and valid existence), (b) has the corporate or other organizational power and authority, and the legal right, 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in qualification except for any such jurisdictions where the failure to be so qualified and qualify that would not, individually or in good standing would not be reasonably expected to the aggregate, have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the for any such failure to comply therewith that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each The Borrower and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) subject to the entry by the Bankruptcy Court of the Interim Order (or the Final Order when applicable) has the corporate or other organizational 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than except as provided for in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Schedule 5.3(c) and (d) is in compliance with all Requirements of Law, Law except as provided for in Schedule 5.3(d) and to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Company and its Subsidiaries (a) is duly organized, validly existing and in good standing (or the equivalent in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate corporate, company or other organizational partnership 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, company or a limited liability company partnership and in good standing (or the equivalent in the applicable jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent that the failure to be so qualified and or in good standing would (or the equivalent in the applicable jurisdiction) could not reasonably be reasonably 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 would could not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and 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, engaged except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate (or other organizational appropriate) power and 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, except to the extent that the failure to have possess such power, authority or legal right would could not reasonably be reasonably expected to have result in a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where except to the extent failure to be so qualified and in good standing would could not reasonably be reasonably expected to have result in a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrowers and its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent applicable in the relevant jurisdiction of formation or its jurisdictional equivalent) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation (or a limited liability company duly registered or its equivalent) to transact business and in good standing (or its jurisdictional equivalent) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Laws except to the extent that the its failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties The Borrower and each Subsidiary, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate corporate, partnership or other organizational power limited liability company power, as the case may be, and authority, and the legal right, to own and operate its propertyProperties, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except engaged and in which it proposes to be engaged after the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse EffectClosing Date, (c) is duly qualified as a foreign corporation or a limited liability company entity 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, other than in such each of which jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect is set forth on Schedule 3.1 hereto and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Holding and each Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and (in the case of the Borrower and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) in the case of the Borrower and its Material Subsidiaries, is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions where except to the failure extent that all failures to be so qualified and could not, in good standing would not the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Borrower and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent applicable in the relevant jurisdiction of formation or its jurisdictional equivalent) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation (or a limited liability company duly registered or its equivalent) to transact business and in good standing (or its jurisdictional equivalent) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect Effect, and (d) subject to Section 6.13(b), is in compliance with all Requirements of Law, Laws except to the extent that the its failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Parent, each Borrower and each of the Loan Parties Active Subsidiaries (a) is duly organized, validly existing and and, with respect to any such entity organized under the laws of a jurisdiction of the United States of America, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and entity and, if applicable, 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, other than in such jurisdictions where the failure to be so qualified and and, if applicable, in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Company and ---------------------------------------- each Designated Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that engaged in each jurisdiction where the failure to have such legal power, authority or right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company 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, other than in such jurisdictions qualification except where the failure so to be so qualified and in good standing would qualify could not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and (to the extent applicable in the relevant jurisdiction) 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, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably 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 would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties Primary Borrower and the Active Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company entity 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, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.