Common use of Government Compliance Clause in Contracts

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain Maintain its and all its Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change’s business.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain Maintain its and all its Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change’s business.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain Maintain its and all its Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal --------------------- corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect Material Adverse Change on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its its, and all Subsidiaries' ’, legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall (a) maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, Material Adverse Change and have each Subsidiary comply, (b) comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Each Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Each Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on such Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could would reasonably be expected to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Changebusiness.

Government Compliance. Borrower will shall maintain its its, and all Subsidiaries' ', legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all --------------------- Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will Debtor shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's Debtor’s business or operations. Borrower will Debtor shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's Debtor’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Each Borrower will maintain its and all Subsidiaries' legal ’ corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on any Borrower's ’s business or operations. Each Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on any Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal Subsidiaries corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's Borrower s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's Borrower s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could would reasonably be expected to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Changeoperations.

Government Compliance. Each Borrower will maintain its and all its Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on such Borrower's business or operations. Each Borrower will comply, and have each Subsidiary of its Subsidiaries comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on such Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all of its Subsidiaries' legal existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary of its Subsidiaries comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Except as otherwise permitted under Section 7.3, Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Except as otherwise permitted under Section 7.3, Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would is reasonably be expected likely to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could is reasonably likely to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation (or reincorporation) and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it or its properties is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation as a Registered Organization and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations Laws to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence (except as permitted by Section 7.3) and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiariesof its subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect Material Adverse Effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary of its subsidiaries comply, in each case in all material respects, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its 'and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause result in a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have cause each Subsidiary to comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would could reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' any Guarantor's legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, where noncompliance with which such laws, ordinance and regulations could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business 8 or operations. Borrower will comply, and have each Subsidiary comply, with all material laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, shall comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect Material Adverse Change on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Each Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on either Borrower's ’s business or operations. Borrower Borrowers will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on either Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all SubsidiariesGuarantors' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary Guarantor comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower Borrowers will maintain its and all Subsidiaries' their legal existence and good standing in its their respective jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Each Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change. Notwithstanding the foregoing, Borrowers and any Subsidiary may merge pursuant to Section 7.3.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all its Subsidiaries' ’ legal existence and good standing in its jurisdiction their jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it such Person is subject, to the extent that noncompliance with which therewith could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would could reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary Subsidiary, if any, comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, subject noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction their jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, for which noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause result in a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have cause each Subsidiary to comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain shall maintain, and shall cause each of its and all Subsidiaries' Subsidiaries to maintain, its legal existence and good standing in its jurisdiction respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause result in a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will shall comply, and have cause each Subsidiary to comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause result in a Material Adverse Change.

Government Compliance. Subject to Section 7.3, Borrower will maintain its and all Subsidiaries' legal existence and good standing in its their jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' any Subsidiary’s legal existence and good standing in its jurisdiction of formation as a Registered Organization and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations Laws to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction their jurisdictions of formation incorporation or organization and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is they are subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing as a Registered Organization in only its jurisdiction current state of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all of its Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will shall comply, and have each Subsidiary of its Subsidiaries comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Subject to Section 7.3, Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, shall comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Changeoperations.

Government Compliance. Borrower will maintain maintain, or cause to be maintained, its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would could reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all its Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operationsMaterial Adverse Effect. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause result in a Material Adverse ChangeEffect.

Government Compliance. Except as otherwise permitted pursuant to Section 7.3, Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing as a Registered Organization in its current jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in to which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on on: Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would could reasonably be expected to cause a Material Adverse Change.

Government Compliance. Each Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's Borrowers' collective business or operations. Each Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's Borrowers' collective business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Material Adverse Change to Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Material Adverse Change to Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Domestic Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Domestic Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's Borrowers business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's Borrowers business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could would reasonably be expected to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change’s business.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction their jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would could reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation as a Registered Organization and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause use a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation (or reincorporation) and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause result in a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it or its properties is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its its, and all Subsidiaries' ’, legal existence and good standing in its jurisdiction their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal ’ corporate existence and good standing in its jurisdiction of formation incorporation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's ’s business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation as a Registered Organization and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' ’ legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's ’s business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Each Borrower will shall maintain its and all Subsidiaries' legal corporate existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause could have a material adverse effect on Borrower's Borrowers' business or operations. Borrower will Borrowers shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's Borrowers' business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing and the legal existence and good standing of all Subsidiaries’ in its the applicable jurisdiction of formation and maintain qualification in each applicable jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it such party is subject, subject to the extent that noncompliance with which therewith could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will shall maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause have a material adverse effect on Borrower's business or operations. Borrower will shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, where noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operationsMaterial Adverse Change. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing and the legal existence and good standing of all Subsidiaries in its the applicable jurisdiction of formation and maintain qualification in each applicable jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's ’s business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it such Person is subject, subject to the extent that noncompliance with which therewith could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.

Government Compliance. Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation (or reincorporation) and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change.