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

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company 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, (c) is duly qualified as a foreign limited liability company 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, with respect to this clause (c), where the failure to be so qualified or in good standing would not reasonably be expected to result in 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, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and 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 limited liability company or other organizational power and authority, and the legal right, 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 limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be so qualified or comply therewith could not, in good standing would not the aggregate, reasonably be expected to result in 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, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Parent and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization under the name (as of the date hereof) set forth in its respective signature line hereto, (b) has the limited liability company or other organizational corporate power and authority, and the legal right, authority 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 limited liability company or other organization 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 exceptqualification, with respect to this clause (c), except where the failure to be so qualified qualify, individually or in good standing would the aggregate, could not reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its 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 limited liability company or other organizational requisite power and authority, authority and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its 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 limited liability company 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, (c) is duly qualified as a foreign corporation, partnership or limited liability company or other organization 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 except, with respect to this clause (c), except where the failure to be so qualified or in good standing would not reasonably be expected to result in 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 to the extent that the failure to comply therewith would 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 its Subsidiaries each Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational power and authority, and the legal right, to own and operate its Propertymaterial property, 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 limited liability company corporation (or other organization 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 exceptqualification, with respect to this clause (c), except where the failure to be so qualified could not individually or in good standing would not the aggregate reasonably be expected to result in 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational requisite power and authority, authority and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation, environmental laws), except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational requisite power and authority, authority and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation, Environmental Laws), except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Parent Guarantor and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational requisite power and authority, authority and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Holdings and each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be so qualified or and in good standing would could not reasonably be expected to result have, in the aggregate, a Material Adverse Effect and (d) is in compliance with all applicable Requirements of Law (including, without limitation, Environmental Laws) except to the extent that the failure to comply therewith would notcould not reasonably be expected to have, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Group Member (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 organization, (b) has the limited liability company 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 lessee, to license the property it exploits as licensee, and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign limited liability company corporation or other organization and in good standing (where applicable) under the laws of each jurisdiction where its ownership, lease lease, licensing or operation of Property property or the conduct of its business requires such qualification exceptqualification, with respect to this clause (c), except where the failure to be so qualified or in good standing would could not reasonably be expected to result in cause 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, in the aggregate, reasonably be expected to have cause a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) has the corporate or limited liability company or other organizational company, as applicable, 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 limited liability company corporation (or other organization entity) and in good standing (if applicable) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or in good standing would qualify could not reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the US Borrower and each of its Subsidiaries (a) is duly organized, validly existing or validly subsisting and, in the case of the US Borrower, its Domestic Subsidiaries and any of its Foreign Subsidiaries organized in a jurisdiction where such concept is applicable, in good standing standing, as the case may be, under the laws of the jurisdiction of its organizationorganization or incorporation, (b) has the limited liability company 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, (c) is duly qualified as a foreign limited liability company corporation or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each Except as set forth on Schedule 3.3, each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect to this clause (c), where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law except except, in the case of the foregoing clauses (b), (c) and (d), to the extent that the failure to have such power and authority and right or to be so qualified or to comply therewith would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Material Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect to this clause (c), other than in such jurisdictions where the failure so to be so qualified qualify would not, individually or in good standing would not reasonably be expected to result in the aggregate, have a Material Adverse Effect material adverse effect on the financial position or business operations of the Borrower 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, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position or business operations of the Borrower.

Corporate Existence; Compliance with Law. Each Holdings and each of the Borrower and its Subsidiaries (a) is duly organized, organized or formed and validly existing and in good standing or subsisting under the laws of the jurisdiction of its organization, incorporation or formation, (b) has the limited liability company 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, (c) is in good standing in the jurisdiction of its organization, incorporation or formation and duly qualified as a foreign limited liability company or other organization and in good standing under the laws of each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification exceptqualification, with respect except to this clause (c), where the extent in each case that the failure to be so qualified or qualify could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each The Borrower and each Subsidiary of the Borrower and its Subsidiaries (a) is duly organized, incorporated or organized and is validly existing and as a corporation or other legal entity in good standing under the laws of in the jurisdiction of its incorporation or organization, (b) has the limited liability company corporate or other organizational power and authorityauthority to own, and the legal right, to own lease and operate its Property, to lease the Property it operates as lessee properties and to conduct the business in which it is currently engaged, (c) is duly qualified to transact business as a foreign limited liability company corporation or other organization legal entity and is in good standing under the laws of or otherwise appropriately qualified in each jurisdiction where its ownership, lease leasing or operation of Property property or the conduct of its business requires such qualification exceptqualification, with respect except to this clause (c), where the extent that any failure to be so qualified or and in good standing would not be reasonably be expected to result in 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 be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company corporate or other organizational partnership power (as applicable) and authority, and the legal right, to own and operate its PropertyProperties, to lease the Property property it operates as lessee and to conduct the business in which it is currently engagedengaged and in which it proposes to be engaged after the Closing Date, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be so qualified or comply thereunder could not, in good standing would not the aggregate, reasonably be expected to result in have a Material Adverse Effect and (d) is in compliance with all Requirements of Law and Contractual Obligations except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the U.S. Borrower and its Subsidiaries each Subsidiary of the U.S. Borrower (a) is duly organized, incorporated or organized and is validly existing and as a corporation or other legal entity in good standing under the laws of in the jurisdiction of its incorporation or organization, (b) has the limited liability company corporate or other organizational power and authorityauthority to own, and the legal right, to own lease and operate its Property, to lease the Property it operates as lessee properties and to conduct the business in which it is currently engaged, (c) is duly qualified to transact business as a foreign limited liability company corporation or other organization legal entity and is in good standing under the laws of or otherwise appropriately qualified in each jurisdiction where its ownership, lease leasing or operation of Property property or the conduct of its business requires such qualification exceptqualification, with respect except to this clause (c), where the extent that any failure to be so qualified or and in good standing would not be reasonably be expected to result in 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 be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (b) has the limited liability company or other organizational power and authority, and the legal right, 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 limited liability company or other organization 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 exceptqualification, with respect to this clause (c), other than in such jurisdictions where the failure to be so qualified or and in good standing would not be reasonably be expected to result in 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 be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Except as disclosed on Schedule 6.3, each of the Borrower Company and its Subsidiaries Subsidiaries, including the Borrower, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company corporate or other organizational partnership power and authority, authority and the legal right, 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 limited liability company corporation or other organization partnership 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, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not reasonably be expected to result not, in the aggregate, 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, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Inc. and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization corporation and in good standing under the laws of each jurisdiction (other than that of its incorporation) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except, with respect to this clause (c), where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law Law, except in the case of clause (c) or (d) above, to the extent that the failure to qualify as a foreign corporation or to be in good standing or to comply therewith would with any Requirement of Law could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. CREDIT AGREEMENT

Corporate Existence; Compliance with Law. Each of the Parent, Holdings, Intermediate Holdings, the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be do so qualified or could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Holdings, CC Operating and its 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 limited liability company or other organizational corporate power and 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 limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be so qualified or and in good standing would not could not, in the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and its their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate 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, (c) is duly qualified as a foreign limited liability company 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, with respect except to this clause (c), where the extent the failure to be so qualified or qualify would not, in good standing would not the aggregate, reasonably be expected to result in have a Material Adverse Effect and Effect, (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (e) has the power and authority to declare and pay the First Amendment Effective Date Dividends and the Additional Dividends.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization corporation and in good standing under the laws of each jurisdiction set forth on Schedule 5.3 on the date hereof, which includes each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower --------------------------------------------- and its Subsidiaries Material Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect to this clause (c), other than in such jurisdictions where the failure so to be so qualified qualify would not, individually or in good standing would not reasonably be expected to result in the aggregate, have a Material Adverse Effect material adverse effect on the financial position or business operations of the Borrower 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, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position or business operations of the Borrower.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Guarantor (a) is ---------------------------------------- duly organized, validly existing (except to the extent the failure to do so results from a transaction permitted by Section 11.4) and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate power and authority, and the legal right, to own and operate its Corporate Property, to lease the Corporate Property it operates as lessee and to conduct the business businesses in which it is currently engaged, (c) is duly qualified as a foreign limited liability company or other organization corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Corporate Property or the conduct of its business requires such qualification except, with respect to this clause (c), except where the failure to so be so qualified or could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization (except in the case of inactive Subsidiaries listed on Schedule 4.15 solely with respect to good standing and valid existence), (b) has the limited liability company or other organizational corporate power and authority, and the legal right, authority 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 limited liability company or other organization and corporation 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, with respect to this clause (c), where the except for any such failure to be so qualified qualify that would not, individually or in good standing would not reasonably be expected to result in the aggregate, have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except to the extent that the for any such failure to comply therewith that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and Guarantor, its Subsidiaries and the Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company corporate or other organizational partnership power and authority, authority and the legal right, 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 limited liability company corporation or other organization partnership 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, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not reasonably be expected to result not, in the aggregate, 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, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company corporate or other organizational power and authority, and the legal right, to own own, pledge, mortgage 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 limited liability company corporation or other organization partnership 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, with respect to this clause (c), except where the failure to be so qualified or and/or in good standing would standing, in the aggregate, could not reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower such Obligor and its Material Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify would not, in good standing would not the aggregate, reasonably be expected to result in have a Material Adverse Effect on such Obligor, 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, reasonably be expected to have a Material Adverse EffectEffect on such Obligor.

Corporate Existence; Compliance with Law. Each of the Borrower Credit Parties and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational requisite power and authority, authority and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation, environmental laws), except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Credit Parties and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational requisite power and authority, authority and the legal right, right to own and operate all its Propertymaterial owned 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation, environmental laws), except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its 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 limited liability company 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, (c) is duly qualified as a foreign corporation, limited liability company or other organization limited partnership (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 exceptqualification, with respect to this clause (c), where except for jurisdictions in which the failure to be so qualified or qualify, in good standing would the aggregate, could not reasonably be expected to result in 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 could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Holdings and each of the Borrower and its Subsidiaries (a) is duly organized, validly existing or validly subsisting and in good standing standing, as the case may be, under the laws of the jurisdiction of its organizationorganization or incorporation, (b) has the limited liability company 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each of the Borrower such Obligor ---------------------------------------- and its Material Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify would not, in good standing would not the aggregate, reasonably be expected to result in have a Material Adverse Effect on such Obligor, 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, reasonably be expected to have a Material Adverse EffectEffect on such Obligor.

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and its their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate 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, (c) is duly qualified as a foreign limited liability company 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, with respect except to this clause (c), where the extent the failure to be so qualified or qualify would not, in good standing would not the aggregate, reasonably be expected to result in have a Material Adverse Effect and Effect, (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (e) has the power and authority to declare and pay the Third Restatement Effective Date Dividend.

Corporate Existence; Compliance with Law. Each of the The Borrower and 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 limited liability company or other organizational corporate power and authorityauthority (including all governmental licenses, permits and other approvals), 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 limited liability company or other organization 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, with respect except to this clause (c), where the extent its failure to be so qualified or and/or in good standing would could not reasonably be expected to result in 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 could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower such Obligor and ---------------------------------------- its Material Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify would not, in good standing would not the aggregate, reasonably be expected to result in have a Material Adverse Effect on such Obligor, 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, reasonably be expected to have a Material Adverse EffectEffect on such Obligor.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization 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 exceptqualification, with respect except to this clause (c), where the extent that the failure to be so qualified or maintain such status could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational requisite power and authority, authority and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization corporation and in good standing under the laws of each jurisdiction (other than that of its incorporation) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except, with respect to this clause (c), where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law Law, except in the case of clause (c) or (d) above, to the extent that the failure to qualify as a foreign corporation or to be in good standing or to comply therewith would with any Requirement of Law could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the U.S. Borrower and its Subsidiaries each Subsidiary of the U.S. Borrower (a) is duly organized, incorporated or organized and is validly existing and as a corporation or other legal entity in good standing under the laws of in the jurisdiction of its incorporation or organization, (b) has the limited liability company corporate or other organizational power and authorityauthority to own, and the legal right, to own lease and operate its Property, to lease the Property it operates as lessee properties and to conduct the business in which it is currently engaged, (c) is duly qualified to transact business as a foreign limited liability company corporation or other organization legal entity and is in good standing under the laws of or otherwise appropriately qualified in each jurisdiction where its ownership, lease leasing or operation of Property property or the conduct of its business requires such qualification exceptqualification, with respect except to this clause (c), where the extent that any failure to be so qualified or and in good standing would not be reasonably be expected to result in 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 be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Except as set forth on SCHEDULE 3.3, each of the Borrower and its 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 limited liability company or other organizational requisite corporate power and authority, and the legal right, 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 limited liability company or other organization 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 except, with respect except to this clause (c), where the extent that the failure to so qualify or be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the The Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company 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 limited liability company or other organization 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 exceptqualification, with respect to this clause (c), other than in such jurisdictions where the failure to be so qualified or and in good standing would not be reasonably be expected to result in 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, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate power and authority, and the legal rightright (including without limitation under all Gaming Laws and Liquor Laws), 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 limited liability company 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, with respect to this clause (c), where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation under all Gaming Laws and Liquor Laws) except to the extent that the failure to comply therewith would satisfy any of the foregoing requirements in clauses (c) and (d) could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Seller and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company 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, (c) is duly qualified as a foreign limited liability company corporation or other organization 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, with respect to this clause (c), where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to comply therewith would Subsidiaries of a Seller (other than the Buyer)), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (or similar concept under applicable law) under the laws of the jurisdiction of its organizationorganization (except for any Subsidiaries organized under the laws of a foreign jurisdiction in which the concept of good standing is inapplicable, as to which no representation or warranty regarding good standing is made), (b) has the limited liability company or other organizational 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, (c) is duly qualified as a foreign limited liability company or other organization corporation and in good standing (or similar concept under applicable law) 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, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and its Subsidiaries (a) is duly organizedorganized or formed, as the case may be, validly existing and in good 70 65 standing under the laws of the jurisdiction of its organizationorganization or formation, (b) has the limited liability company or other organizational requisite 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be so qualified or qualify could not, in good standing would not the aggregate, reasonably be expected to result in 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, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited liability company or other organizational corporate 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, (c) is duly qualified as a foreign limited liability company or other organization 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, with respect except to this clause (c), where the extent that the failure to be so qualified or and in good standing would could not reasonably be expected to result have, in the aggregate, a Material Adverse Effect and (d) is in compliance with all applicable Requirements 38 of Law (including, without limitation, Environmental Laws) except to the extent that the failure to comply therewith would notcould not reasonably be expected to have, in the aggregate, reasonably be expected to have a Material Adverse Effect.