Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or 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 incorporation or formation and has corporate, partnership or limited liability company power and authority to own, lease, manage and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, or other equity interests of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in documents furnished to you by the Company and ANS and its subsidiaries. The subsidiaries listed in Schedule C hereto are the only significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, as promulgated by the Commission) of the Company (the “Significant Subsidiaries”). Each of the Company and its subsidiaries Significant Subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing (as applicable) under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the financial condition or earnings, business or operations of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed organized and is validly existing as a corporation, limited partnership or limited liability company, limited partnership or such other form of entity as the case its name may beindicate, in good standing under the laws of the jurisdiction of its incorporation or formation organization and has corporate, partnership or limited liability company full power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership corporation (or limited liability company, such other form of entity as the case its name may be, indicate) to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock, membership interests, partnership interests, stock or other equity ownership interests of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction State of its incorporation or formation Delaware and has corporate, partnership or limited liability company corporate power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All Except as described in the Prospectus, all of the issued and outstanding capital stock, membership interests, partnership interests, or other equity interests of each subsidiary has the subsidiaries have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.adverse

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company’s Significant Subsidiaries and its jurisdiction of formation is set forth on Schedule B attached hereto. Each of the Company and its subsidiaries Significant Subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notwould, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.. The Company does not have any subsidiary not listed on Exhibit 21 to the Annual

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporationcorporation and, limited partnership or limited liability companyin jurisdictions in which such concept is applicable, as the case may be, is in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has Significant Subsidiary have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries Significant Subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each Agreement and each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21 to its Annual Report on Form 10-K for the year ended December 31, 2008, which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity (a "Material Adverse ChangeEffect"). All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as the case may be‌ ​ ​ applicable, in good standing under the laws of the jurisdiction of its incorporation or formation and formation, as applicable, has corporate, partnership or limited liability company company, as applicable, power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreementeach of the Transaction Documents to which it is a party. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing or equivalent status in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure failures to so qualify or to be in good standing as would not, not individually or in the aggregate, be reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, stock or other equity interests ownership interest of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim, except in each case as disclosed in the Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or formation formation, as applicable, and has corporate, partnership or limited liability company company, as applicable, power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreement. Each each of the Transaction Documents to which it is a party, and the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing or equivalent status in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where to the extent that the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, stock or other equity ownership interests of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interestall liens, mortgageequities, pledgeencumbrances or claims, lien, encumbrance, or claimexcept as disclosed in the Offering Memorandum.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed formed, as the case may be, and is validly existing as a corporation, limited partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership corporation or limited liability company, as the case may be, to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, stock or membership interests, partnership interests, or other equity interests of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is nonassessable and, other than in conjunction with the Company’s revolving credit agreement, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, or trust, as the case may beapplicable, is in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in its filings with the Registration Statement, Securities and Exchange Commission (the General Disclosure Package and the Prospectus "Commission") and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability companycompany or trust, as the case may beapplicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, stock or other equity limited liability company interests of each subsidiary that has been organized as a corporation or a limited liability company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing standing, or otherwise authorized to conduct business, under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing standing, or otherwise authorized to conduct business, in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated or formed organized and is validly existing as a corporation, limited partnership corporation or limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or formation organization (to the extent the concept of good standing is applicable in the relevant jurisdiction) and has corporate, partnership or limited liability company requisite power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations (to the extent it is party thereto) under each of this AgreementAgreement and the Securities. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as the case may be, other entity to transact business and is in good standing or equivalent status in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim, except for liens and encumbrances pursuant to the Credit Agreement (as defined below).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, or trust, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in its filings with the Registration Statement, the General Disclosure Package and the Prospectus Commission and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability companycompany or trust, as the case may beapplicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, stock or other equity limited liability company interests of each subsidiary that has been organized as a corporation or a limited liability company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, partnership or limited liability company corporate power and authority to own, own or lease, manage as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result have a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock, membership interests, partnership interests, or other equity interests stock of each subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear clear, except as otherwise disclosed in the Disclosure Package and the Prospectus, of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or formation formation, as applicable, and has corporate, limited partnership or limited liability company company, as applicable, power and authority to own, lease, manage lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and each Guarantor, to enter into and perform its obligations under this Agreementeach of the Transaction Documents to which it is a party. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing or equivalent status in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests, partnership interests, stock or other equity interests ownership interest of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim, except for the pledge of such ownership interests under the ABL Facility. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule B hereto.