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

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in except to the case of each extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d), ) to the extent that the failure to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in except to the case of each extent that the failure of the foregoing clauses (a) (only with respect to Subsidiaries of the Borrower), (c) and (d), ) to the extent that the failure to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) including, without limitation, HMO Regulations and (d)Insurance Regulations, except to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, except in the case of each of the foregoing clauses (c) and (d), ) to the extent that the failure to so qualify and be in good standing or to so comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the (a) Borrower and its Subsidiaries each Restricted Subsidiary (a) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (bb)(i) has the all requisite corporate or business trust other power and authority, and the legal right(ii) has all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its Property, to lease the Property it operates business as lessee now being conducted; and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or to do business trust and is in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires conducted by it makes such qualification and (d) is in compliance with all Requirements of Law necessary; except, in the case of each of the foregoing clauses (b)(ii) and (c) and (d), to the extent that where the failure to comply therewith could not, thereof individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to so qualify, be in good standing or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust similar power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation (or business trust other organization) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) including, without limitation, HMO Regulations and (d)Insurance Regulations, except to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law exceptLaw, except to the extent that, in the case of each of the foregoing clauses (cii), (iii) and (d)iv) above, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law Law, except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty (including, without limitation, the Borrowing Base Assets), to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust limited liability company power and authority, as applicable, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation corporation, limited liability company or business trust other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and its respective Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authorityother power, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification qualification, and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite corporate or business trust other power and authority, authority and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith inaccuracy of any of the statements set forth in this subsection could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Parent, the Borrowers and its their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) Each of Holdings and the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) each other Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except to the extent that the failure to comply with this Section 6.01(b) would not cause the Borrower and its Subsidiaries to be in violation of Section 7.08(c). Each of Holdings, the Borrower and the other Loan Parties (bi) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (cii) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (diii) is in compliance with all Requirements of Law exceptLaws except in each case referred to in clause (i), in the case of each of the foregoing clauses (cii) and or (diii), to the extent that the failure to comply therewith do so could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the ---------------------------------------- Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust other power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or to transact business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification qualification, and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) and (d)case, except to the extent that the its failure to have such power, authority or legal right, to qualify to do business, or to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty (including, without limitation, the Borrowing Base Assets), to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust otherwise qualified and registered by any applicable Requirement of Law and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d)case, to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the REIT, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except to the extent that, in the case of each of the foregoing clauses (b), (c) and (d)) above, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries It (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (bii) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is in compliance in all material respects with all Requirements of Law, and (iv) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith be so qualified and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower ERC US and its Subsidiaries (other than Inactive Subsidiaries) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except where the failure to so qualify or be in good standing therewith would not have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that except where the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses (c) and (d), ) to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Group Members (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust other power and authority, and the legal rightright and all requisite governmental licenses, authorizations, consents and approvals to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses (c) and (d), ) to the extent that the failure to so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) Borrower and each Restricted Subsidiary (i) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii)(A) has the all requisite corporate or business trust other power and authorityauthority and (B) has all governmental licenses, authorizations, consents, and the legal right, approvals necessary to own its Property and operate carry on its Propertybusiness as now being conducted, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation or to do business trust and is in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires conducted by it makes such qualification and (d) is in compliance with all Requirements of Law necessary; except, in the case of each of the foregoing clauses (cii)(B) and (d), to the extent that iii) where the failure to comply therewith could not, thereof individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law Law, except, in the case of each of the foregoing clauses (b), (c) and (d), to the extent that the failure to comply therewith do so could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Group Members (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate or business trust power and authority, and the legal rightright and all requisite governmental licenses, authorizations, consents and approvals to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation or business trust other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses (ciii) and (d), iv) to the extent that the failure to so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) including, without limitation, HMO Regulations and (d)Insurance Regulations, except to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d)case, to the extent that where the failure to comply therewith be so organized, existing, in good standing or qualified, or the failure to have such power or authority or to so comply, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company ---------------------------------------- and each of its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) incorporation and has the corporate or business trust power and authority, authority and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) . The Company and each of its Subsidiaries is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to be so qualified or to so comply therewith could not, not (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith with any of the foregoing clauses (c) or (d) could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Seller and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust other power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in except to the case of each extent that the failure of the foregoing clauses (a), (c) and (d), ) to the extent that the failure to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing (or any similar concept in any foreign jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses (c) and (d), ) to the extent that the failure to be so qualified and in good standing or to comply therewith with such Requirements of Law could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Except as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectLaw.

Corporate Existence; Compliance with Law. Each of the ---------------------------------------- Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (or the equivalent) under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, authority to own and operate its Property, to lease the Property it operates leases as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) subject to Section 4.25, is in compliance with all Requirements of Law Law, except, in the case of each of the foregoing clauses (c) and (d)) above, to the extent that the failure to comply therewith or so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of K&F, the Borrower Borrowers and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower International and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction (other than that of its incorporation) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses clause (c) and or (d)) above, to the extent that the failure to qualify as a foreign corporation or CREDIT AGREEMENT to be in good standing or to comply therewith with any Requirement of Law could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptin all material respects, in the case of each of the foregoing clauses (c) including, without limitation, HMO Regulations and (d)Insurance Regulations, except to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance in all material respects with all applicable material Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectLaw.

Corporate Existence; Compliance with Law. Each of the The US Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and which is necessary for the conduct of its operations and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Back to Table of Contents 45 of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, except in the case of each of the foregoing clauses (c) and (d), ) to the extent that the failure to so qualify and be in good standing or to so comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Loan Party and its Subsidiaries Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust other power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in except to the case of each extent that the failure of the foregoing clauses (a), (c) and (d), ) to the extent that the failure to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Company: (a) ---------------------------------------- is a corporation, partnership, limited liability company or other entity duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, ; (b) has the all requisite corporate or business trust other power and authority, and the legal righthas all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its Property, to lease the Property it operates business as lessee and to conduct the business in which it is currently engaged, now being conducted; (c) is duly qualified as a foreign corporation or to do business trust and is, to the extent applicable, in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires conducted by it makes such qualification necessary; and (d) is in compliance with all Requirements of Law Law, except, in the case of each of the foregoing ------ clauses (a), (b), (c) and (d), to the extent that ) where the failure to comply therewith could not, thereof individually or in the aggregate, reasonably be expected to aggregate would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (cincluding ERISA and all applicable Environmental Laws) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Except as set forth on Schedule 4.3, each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to be so qualified or to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Loan Party and its Subsidiaries Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust other power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in except to the case of each extent that the failure of the foregoing clauses (a), (c) and (d), ) to the extent that the failure to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Company: (a) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, ; (b) has the all requisite corporate or business trust other power and authority, and the legal righthas all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its Property, to lease the Property it operates business as lessee and to conduct the business in which it is currently engaged, now being conducted; (c) is duly qualified as a foreign corporation or to do business trust and is, to the extent applicable, in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires conducted by it makes such qualification necessary; and (d) is in compliance with all Requirements of Law Law, except, in the case of each of the foregoing clauses (a), (b), (c) and (d), to the extent that ) where the failure to comply therewith could not, thereof individually or in the aggregate, reasonably be expected to aggregate would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Companies (a) is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organizationincorporation or the jurisdiction of its reincorporation, (b) has the corporate or business trust power and authority, authority and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee operates, and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws Laws of each jurisdiction where its ownership, lease lease, or operation of Property property or the conduct of its business requires such qualification qualification, except to the extent that failure to be so qualified is not reasonably likely, in the aggregate, to be a Material Adverse Event, and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), Laws except to the extent that the failure to comply therewith could notis not reasonably likely, in the aggregate, reasonably to be expected to have a Material Adverse EffectEvent.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Borrowers and its each of their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate or business trust power and authority, and the legal right, to DC1 - 221047.18 own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law exceptLaw, except to the extent that, in the case of each of the foregoing clauses (cii), (iii) and (d)iv) above, to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the 43 38 jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law Law, except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to be so qualified or to comply therewith therewith, as the case may be, could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries and each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries and each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power corporatepower and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in except to the case of each extent that the failure of the foregoing clauses (c) and (d), ) to the extent that the failure to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing (or any similar concept in any foreign jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Holdings, IntermediateCo, the Company and each of the Borrower and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its ---------------------------------------- Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could with clauses (a) through (d) above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d)case, to the extent that where the failure to comply therewith be so organized, existing, in good standing or qualified, or the failure to have such power or authority or to so comply, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could with clauses (a) through (d) above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its the Borrower's Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust equivalent power and authority, and the legal right, authority to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Such Borrower and each ---------------------------------------- of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in except to the case extent that the failure of each any of the foregoing statements made in clauses (c) and (d), ) of this subsection 4.3 to the extent that the failure to comply therewith be correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the REIT, the Borrower and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate (or business trust partnership, as the case may be) power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate (or business trust other entity) power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation (or business trust other entity) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Inc. and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction (other than that of its incorporation) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law exceptLaw, except in the case of each of the foregoing clauses clause (c) and or (d)) above, to the extent that the failure to qualify as a foreign corporation or to be in good standing or to comply therewith with any Requirement of Law could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. CREDIT AGREEMENT

Corporate Existence; Compliance with Law. Each of DCI, the Borrower ---------------------------------------- Company and its their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.