Common use of Good Standing of Designated Subsidiaries Clause in Contracts

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumProspectus, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;.

Good Standing of Designated Subsidiaries. (i) CSC Consulting, Inc., CSC Credit Services, Inc., CSC Healthcare, Inc., Mynd Corporation and Computer Sciences UK Limited shall hereinafter each be referred to as a “Designated Subsidiary” and collectively as the “Designated Subsidiaries.” Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") , other than Computer Sciences UK Limited, has been duly organized and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except Effect (all such jurisdictions are listed on Schedule C hereto). Except as otherwise disclosed in the Offering MemorandumProspectus, all of the issued and outstanding capital stock or other equity interest of each such Designated Subsidiary (other than Computer Sciences UK Limited) has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or of any Designated Subsidiary (other equity interest of the Designated Subsidiaries than Computer Sciences UK Limited) was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting charter or operative document or agreement bylaws of any Designated Subsidiary (other than Computer Sciences UK Limited) or under any agreement to which the Company or any Designated Subsidiary (other than Computer Sciences UK Limited) is a party;. The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act (“Rule 1-02”)) other than the Designated Subsidiaries; provided, however, that the Company makes no representation that any Designated Subsidiary is a “significant subsidiary” (as such term is defined in Rule 1-02).

Good Standing of Designated Subsidiaries. Each direct or indirect subsidiary of ARC other than the Company (each, a "Subsidiary") has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its assets and conduct its business as described in the Offering Memorandum; and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have, or be reasonably expected to have, a Material Adverse Effect; all of its issued and outstanding capital stock or other ownership interests have been duly authorized and validly issued and are fully paid and non-assessable and were offered in compliance with all applicable federal and state securities laws in all material respects; and except as described in the Offering Memorandum, its capital stock or other ownership interests are owned by the Company, directly or through subsidiaries, free and clear of any security interests, liens, mortgages, encumbrances, pledges, claims, defects or other restrictions of any kind (collectively, the "Liens"), except for liens securing indebtedness as described in the Offering Memorandum (including the 14.0% preferred interest due 2005) and except where such Liens would not have, or reasonably be expected to have, a Material Adverse Effect. None of such equity interests were issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. There are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for equity interests or other securities of any Subsidiary. Each subsidiary listed on Schedule C hereto is a "significant subsidiary" of the Company ARC (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and ). The subsidiaries of ARC other than Designated Subsidiaries, considered in good standing, where applicable, the aggregate as a corporationsingle subsidiary, limited liability company or limited partnership, do not constitute a "significant subsidiary" as the case may be, under the laws defined in Rule 1-02 of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and nonRegulation S-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;X.

Good Standing of Designated Subsidiaries. Each corporate "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized incorporated and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof (except for directors' qualifying shares or shares representing an immaterial equity interest that are required under the laws of any foreign jurisdiction to be owned by others) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting charter or operative document or agreement by-laws of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each ---------------------------------------- corporate "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized incorporated and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof (except for directors' qualifying shares or shares representing an immaterial equity interest that are required under the laws of any foreign jurisdiction to be owned by others) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting charter or operative document or agreement by-laws of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. X of the Company is listed on Schedule C hereto (each subsidiary on Schedule C shall be referred to herein as a "Designated SubsidiaryDESIGNATED SUBSIDIARY" and, collectively, as the "DESIGNATED SUBSIDIARIES"). Each Designated Subsidiaries") Subsidiary has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, corporation under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumRegistration Statement, all of the issued and outstanding capital stock or other equity interest of each such Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except, in the case of Designated Subsidiaries that are Wisconsin corporations, for certain statutory liabilities that may be imposed by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law (the "WBCL") for unpaid employee wages) and 99% thereof (except for directors' qualifying shares and except as otherwise set forth in the Registration Statement) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or other equity interest of the any Designated Subsidiaries Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which Subsidiary. The only subsidiaries of the Company or any are (a) the Designated Subsidiary is Subsidiaries listed on Schedule C hereto and (b) certain other subsidiaries which, do not constitute a party;"significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company Rhythms Links Inc. (as such term is defined in Rule 1-02 of Regulation S-Xformerly ACI Corp.) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. Rhythms Links Inc.-Virginia (each a "Designated Subsidiary" and, formerly ACI Corp.-Virginia) (collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and as a corporation (or, in the case of Rhythms Links Inc.-Virginia, a Virginia public benefit corporation) in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumRegistration Statement, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the constituting charter or operative document or agreement by-laws of any such Designated Subsidiary or under any agreement to which the Company or any such Designated Subsidiary is a party;. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of any of the Company Aladdin Parties (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized or incorporated, as applicable, and is validly existing and in good standing, where applicable, as a corporation, limited limited-liability company or limited partnershipcorporation, as the case may beapplicable, in good standing under the laws of the jurisdiction of its formationorganization or incorporation, as applicable, has all necessary power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited limited-liability company or limited partnershipcorporation, as the case may beapplicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding membership interests or shares of capital stock or other equity interest stock, as applicable, of each Designated Subsidiary has have been duly authorized and validly issued, is fully paid issued and non-assessable and 99% thereof is are owned by the Companyapplicable Aladdin Party, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for any security interest, mortgage, pledge, lien, encumbrance, claim or equity granted or agreed to be granted pursuant to an Executed Transaction Document or Executory Transaction Document; none of the outstanding membership interests or shares of capital stock or other equity interest stock, as applicable, of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting charter, by-laws or operative any other organizational document or agreement of any such Designated Subsidiary or under any agreement to which any of the Company Aladdin Parties or any Designated Subsidiary is a party;.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. X of the Company is listed on Schedule C hereto (each subsidiary on Schedule C shall be referred to herein as a "Designated Subsidiary" and, collectively, as the "Designated Subsidiaries") ). Each Designated Subsidiary has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, corporation under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumRegistration Statement, all of the issued and outstanding capital stock or other equity interest of each such Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except, in the case of Designated Subsidiaries that are Wisconsin corporations, for certain statutory liabilities that may be imposed by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law (the "WBCL") for unpaid employee wages) and 99% thereof (except for directors' qualifying shares and except as otherwise set forth in the Registration Statement) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or other equity interest of the any Designated Subsidiaries Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which Subsidiary. The only subsidiaries of the Company or any are (a) the Designated Subsidiary is Subsidiaries listed on Schedule C hereto and (b) certain other subsidiaries which, do not constitute a party;"significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. Inc. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company American Airlines, Inc. (as such term is defined in Rule 1-02 of Regulation S-X) “American”), American Beacon Advisors, Inc., AMR Eagle Holding Corporation, American Eagle Airlines, Inc. and NEXTLINK PennsylvaniaExecutive Airlines, L.P. and NEXTLINK Ohio, L.L.C. Inc. (each a "Designated “Subsidiary" ” and, collectively, the "Designated “Subsidiaries"”) has been duly organized and is validly existing and in good standing, where applicable, as a corporation, partnership or limited liability company or limited partnershipcompany, as the case may be, in good standing under the laws of the jurisdiction of its formationincorporation or organization, as the case may be, has the power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company or limited partnershipcompany, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interest interests of each Designated such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and 99% thereof is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for the security interest in all of the common stock of American granted by the Company pursuant to the Pledge Agreement dated as of December 17, 2004 from the Company to Citicorp USA, Inc., as collateral agent (the “Pledge Agreement”)); none of the outstanding shares equity interests of capital stock or other equity interest of the Designated Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which securityholder of such Subsidiary. American and AMR Eagle Holding Corporation are the only “significant subsidiaries” of the Company or any Designated Subsidiary (as such term is a party;defined in Rule 1-02 of Regulation S-X).

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania), L.P. and NEXTLINK Ohio, L.L.C. each of which is listed on Schedule B hereto (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of the Co- Obligor and each Designated Subsidiary has been duly authorized and validly issued, is fully paid and nonnon- assessable, and 50% or more of the issued and outstanding capital stock of PTFI, PT Xxxx Eastern Minerals and FM Services Company, and all of the issued and outstanding capital stock of Atlantic Copper, S.A. ("Atlantic Copper"), and the Co-assessable and 99% thereof Obligor is owned by the Company, directly or through subsidiaries, and except for the capital stock of Atlantic Copper, all such capital stock is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which Subsidiary; the other subsidiaries of the Company or any other than Designated Subsidiary is Subsidiaries, considered in the aggregate as a party;single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X; and the Co-Obligor has no subsidiary.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" subsidiary ---------------------------------------- of Healthtrust to be contributed to Holdings in connection with the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. Distribution (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, a limited liability company or a limited partnership, as the case may be, partnership in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, corporation or foreign limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is and, with respect to shares owned by the CompanyHealthtrust, such shares are owned by Healthtrust, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those created pursuant to the New Credit Agreement; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;Subsidiary. LifePoint has no direct subsidiaries other than Holdings and Holdings has no subsidiaries other than LifePoint Holdings 2, LLC and LifePoint Holdings 3, Inc.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" subsidiary of the Company listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, subsidiaries collectively, the "“Designated Subsidiaries"”) has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, other entity (as the case may be, ) in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate, limited liability or other power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, other entity (as the case may be, ) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumRegistration Statement, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to Subsidiary. All present consolidated subsidiaries of the Company (a) the assets of which constitute at least 20% of the Company’s consolidated assets and (b) in which the Company holds, directly or any Designated Subsidiary is a party;indirectly, equity interests entitled to more than 50% of the profits thereof, are listed on Schedule C hereto.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 1_02 of Regulation S-XS_X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Final Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Final Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;

Good Standing of Designated Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. each subsidiary listed on Schedule B hereto (each a "“Designated Subsidiary" ” and, collectively, the "“Designated Subsidiaries"”) has been duly organized and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Disclosure Package and the Final Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which Subsidiary. The other subsidiaries of the Company or any other than Designated Subsidiary is Subsidiaries, considered in the aggregate as a party;single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. each other subsidiary identified as a Designated Subsidiary on Schedule D hereto (each such significant subsidiary and other subsidiary, a "“Designated Subsidiary" ” and, collectively, the "“Designated Subsidiaries"”) has been duly organized and is validly existing and in good standing, where applicable, as a California state-chartered bank, a wholly foreign-owned enterprise or a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its formationincorporation, as applicable, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumRegistration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and and, in the case of UCB, except as provided in California Corporations Code Section 423, non-assessable and 99% thereof is owned by the Company, directly or through subsidiariesDesignated Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which Subsidiary. The other subsidiaries of the Company or any other than Designated Subsidiary is Subsidiaries, considered in the aggregate as a party;single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Except as disclosed in each of the Pricing Disclosure Package and the Prospectus, the Company does not own, lease or license any asset or property or conduct any business outside the United States of America other than in connection with foreign marketing offices that are incidental to the Company's marketing activities. Each "significant subsidiary" of the subsidiaries of the Company listed on Schedule D hereto (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated SubsidiariesCOMPANY SUBSIDIARIES" and, individually, each a "COMPANY SUBSIDIARY") has been duly organized incorporated or formed and is validly existing and in good standing, where applicable, as a corporation, limited liability company company, general partnership or limited partnership, as the case may be, partnership in good standing under the laws of the its state or other jurisdiction of incorporation or formation. Each of the Company Subsidiaries that is a general partnership has been duly formed and is validly existing as a general partnership under the laws of its state or other jurisdiction of formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and . Each Company Subsidiary is duly qualified and in good standing as a foreign corporation, corporation or limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which the character or location of its assets or property (owned, leased or licensed) or the nature of its business makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except for such jurisdictions where the failure so to qualify or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in . The Company does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business organization other than the Offering Memorandum, all Company Subsidiaries. All of the issued and outstanding capital stock or other equity interest ownership interests, as the case may be, of each Designated Company Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the CompanyCompany (with the exception of MGM Grand Detroit, LLC (including its subsidiaries), MGM Grand (Macao) Limited and MGM Grand Olympia Ltd. (in which the Company has approximately a 97%, 89.99% and 82.5% interest, respectively)), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or except for liens permitted under the constituting or operative document or agreement of any Designated Subsidiary or Indenture as supplemented by the Supplemental Indenture as described under any agreement to which "Limitations on Liens" in the Company or any Designated Subsidiary is a party;Pricing Disclosure Package and the Prospectus.

Good Standing of Designated Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. each subsidiary listed on Schedule A hereto (each a "“Designated Subsidiary" ” and, collectively, the "“Designated Subsidiaries"”) has been duly organized and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering MemorandumRegistration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary or under any agreement to which Subsidiary. The other subsidiaries of the Company or any other than Designated Subsidiary is Subsidiaries, considered in the aggregate as a party;single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.