Common use of Existence, Qualification and Power; Compliance with Laws Clause in Contracts

Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiaries (subject, in the case of clause (c), to the Legal Reservations and Section 5.03) (a) is a Person duly organized, formed or incorporated, organized or formed, and validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction), and in good standing ) under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept is applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i), (cb)(ii) (other than with respect to the Borrower), (c) and (d) or (e), to the extent that any failure to do be so or to have such could notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all Laws, orders, writs, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Credit Party and each Restricted Subsidiary thereof (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction)and, and where applicable, in good standing under the Laws Requirements of Law of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the BorrowerNon-Credit Party, where the failure of such Loan Party Restricted Subsidiaries to be in good standing could would not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as where applicable, in good standing under the Laws Requirements of Law of each jurisdiction where its ownership, lease or operation of properties Properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all LawsRequirements of Law, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals (“Permits”) to operate its business as currently conducted; except in each case referred to in clause (b)(i) (other than with respect to the Borrower), (c), (d) or (ed), to the extent that failure to do so could notnot reasonably be expected to have a Material Adverse Effect. There are no actions, individually claims or proceedings pending or to the best of the Borrower’s or any Guarantor’s knowledge, threatened in writing that seek the aggregaterevocation, cancellation, suspension or modification of any of the Permits where any of the same could reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. (a) Each Loan Party, each Covenant Party and each member of the Restricted Group that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties and the Covenant Parties, execute, deliver and perform its obligations under the Loan Documents and the Proceeds Loan Finance Documents to which it is a party, (c) is duly qualified and in good standing (to the extent applicable such concept exists in the relevant such jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all applicable Laws, orders, writs, writs and injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect to any Borrower), (b)(i) (other than with respect to any Borrower), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiaries (a) is a Person duly organized, formed or incorporated, organized or formed, and validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction), and in good standing ) under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under this Amendment and the Loan Documents to which it is a partyconsummation of the transactions contemplated hereby, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept is applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conductedconducted and (e) is in compliance with all Laws; except in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or and (e), to the extent that any failure to do be so could notor to have such would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) The Borrower, each of its Subsidiaries and each of the Partner Entities: (i) is a Person corporation, partnership or limited liability company duly incorporated, organized formed or formedorganized, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation incorporation, formation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and ; (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, ; and (diii) is in compliance with all Laws, Requirements of Law and all orders, writs, injunctions and orders decrees applicable to it or to its Properties, except in such instances in which the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) The Borrower, each of its Subsidiaries and (e) each of the Partner Entities has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to operate (i) own its assets and carry on its business as currently conducted; except in each case referred and (ii) execute, deliver, and perform its obligations under the Loan Documents to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have which it is a Material Adverse Effectparty.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiaries (subject, in the case of clause (c) of this Section 5.01, to the Legal Reservations and Section 5.03) (a) is a Person duly organized, formed or incorporated, organized or formed, and validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction), and in good standing ) under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept is applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i), (cb), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent applicable such concept exists in the relevant such jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) except as set forth under Section 5.01(d) to the Confidential Disclosure Letter is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary and, solely with respect to clause (d) below, to the knowledge of the Borrower, each Affiliated Professional Entity, (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation incorporation, organization or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectformation, (b) has all requisite organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all applicable Laws (including Health Care Laws, orders, writs, injunctions and orders ) and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case case, referred to in clause (a) (other than with respect to the Borrower), (b)(i), (c), (d) or and (e), to the extent that failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Applicable Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty (including, with respect to the Borrower, to borrow money and request Letters of Credit hereunder), (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Applicable Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all Applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause clauses (b)(i), (c), (d) or (e), to the extent that the failure to have such power, authority, licenses, authorizations, consents and approvals or otherwise to do so could notso, as applicable, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) The Borrower, each of its Subsidiaries and each of the Partner Entities: (i) is a Person corporation, partnership or limited liability company duly incorporated, organized formed or formedorganized, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation incorporation, formation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and ; (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (diii) is in compliance with all Laws, Requirements of Law and all orders, writs, injunctions and orders decrees applicable to it or to its Properties, except in such instances in which the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) The Borrower, each of its Subsidiaries and (e) each of the Partner Entities has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to operate (i) own its assets and carry on its business as currently conducted; except in each case referred and (ii) execute, deliver, and perform its obligations under the Loan Documents to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have which it is a Material Adverse Effectparty.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Applicable Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty (including, with respect to the Borrowers, to borrow money and request Letters of Credit hereunder), (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Applicable Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, and (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(ib), (c), (d) or (ed), to the extent that failure to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) subject to the entry and terms of the Bankruptcy Court DIP Order and other orders of the Bankruptcy Court, as applicable, has all requisite corporate or other organizational power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent applicable in the relevant jurisdictionsuch concept exists) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) unless stayed by the Chapter 11 Cases, is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) unless stayed by the Chapter 11 Cases, has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) has all requisite corporate power or other organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent applicable such concept exists in the relevant such jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) except as set forth under Section 5.01(d) to the Confidential Disclosure Letter is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), a) (other than with respect to the Parent Borrower) (c), (d) or (e), to the extent that failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly incorporated, organized or formed, and validly existing and in good standing (to the extent such concept is applicable in the relevant applicable jurisdiction), and in good standing ) under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) subject, in the case of any Debtor, to the entry by the Bankruptcy Court of the Confirmation Order and to the terms thereof, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept is applicable in the relevant applicable jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its respective Restricted Subsidiaries that is a Material Subsidiary: (a1) is a Person duly incorporatedorganized, organized registered or formedformed (as applicable), and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation incorporation, formation or organization, except, organization (as applicable) (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, jurisdiction), (b2) has all requisite corporate or other organizational power and authority to (ia) own or lease its assets and carry on its business as currently conducted and (iib) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, , (c) (to the extent applicable in the relevant jurisdiction3) is duly qualified and is licensed and, as applicable, in good standing (to the extent such concept exists) under the Laws of the jurisdiction of its incorporation, formation or organization or of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification or license, qualification, (d4) is in compliance with all applicable Laws, orders, writs, injunctions and orders and orders, and (e5) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause the preceding clauses (b)(i1) (other than with respect to Holdings and Borrower) (2)(a), (c3), (d4) or (e5), to the extent that failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporatedorganized, organized incorporated or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) has all requisite corporate power or other organisationalorganizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent applicable such concept exists in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, is duly qualified and in good standing (to the extent applicable in the relevant jurisdictionsuch concept exists) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all LawsLaws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except(b) has all requisite power and authority and all governmental licenses, in the case of any Loan Party that is not the Borrowerauthorizations, consents and approvals to (i) own its assets and carry on its business except where the failure of to have any such Loan Party to be in good standing license, authorization, consent or approval could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business Effect and (ii) to execute, deliver deliver, and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), ) or this clause (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly incorporatedorganized, organized incorporated or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, organization (to the extent such concept exists in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effectjurisdiction), (b) has all requisite corporate power or other organisationalorganizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent applicable such concept exists in the 113 relevant jurisdiction) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or licensequalification, (d) is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party member of the Consolidated Group (a) is a Person (i) in the case of Borrower, duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, and (ii) in the case of any Loan Party that is not each other member of the BorrowerConsolidated Group, where the failure of such Loan Party to be duly organized or formed, validly existing and in good standing could not reasonably be expected to have a Material Adverse Effectunder the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) subject to entry of any applicable order of the Bankruptcy Court, own or lease its assets and carry on its business business, and (ii) subject to entry of the Final Order, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a)(ii), (b)(i), (c), (d) or (ed), to the extent that failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Credit Party (a) is a Person corporation, partnership, limited liability company or other entity duly incorporated, organized or formed, and validly existing and in good standing (to the extent applicable such concept exists in the relevant applicable jurisdiction), and in good standing ) under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Credit Documents to which it is a party, (c) (to the extent applicable in the relevant jurisdiction) is duly qualified and is licensed and, as applicable, and in good standing (to the extent such concept exists in the applicable jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (d) is in compliance with all Laws, orders, writs, injunctions and orders Laws and (e) has has, to the extent applicable: (i) entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements and (ii) ensured that all requisite governmental licenses, authorizations, consents such required licenses are in full force and approvals to operate its business as currently conductedeffect on the date hereof and have not been revoked or suspended or otherwise limited; except in each the case referred to in clause of clauses (b)(i), (b)(ii), (c), (d) or and (e), to the extent that failure to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.