Common use of Existence; Compliance with Law Clause in Contracts

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 its jurisdiction of organization, (b) has the organizational power and organizational 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 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 except to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and its each Significant Subsidiaries Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational authority authority, and the legal right, to own and operate its propertymaterial properties, to lease the property material properties it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or 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 qualification, except to the extent that the failure to be so qualify qualified or in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 its jurisdiction of organization, (b) has the organizational corporate power and organizational corporate 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 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 except to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 its jurisdiction of organization, (b) has the organizational corporate power and organizational corporate 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 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 except to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing standing, if applicable, under the laws of its the jurisdiction of its organization, (b) has the organizational power (corporate or otherwise) and organizational authority 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 other organization 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, except to the extent that the failure to be so qualify qualified and in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries Group Member (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of its the jurisdiction of its organization, (b) has the organizational corporate, limited liability or limited partnership, as applicable, power and organizational authority 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 engagedengaged except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization to do business in, and in good standing under the laws of of, each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the for where failure to do so qualify could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational requisite power and organizational authority 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, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or 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 except to the extent that qualification, other than in such jurisdictions where the failure to be so qualify could qualified and in good standing would not be reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits organization (to the extent such concept is applicable in the relevant jurisdiction), (b) has the organizational power and organizational authority 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 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 (to the extent such concept is applicable in the relevant jurisdiction) except in the case of this clause (c) to the extent that the failure to be so qualify could not qualified would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except each case to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and its Significant Subsidiaries each Subsidiary ------------------------------ (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate or partnership power and organizational authority 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 other organization and and, where applicable, 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, except to the extent that where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing standing, if applicable, under the laws of its the jurisdiction of its organization, (b) has the organizational corporate (or similar) power and organizational authority 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 other organization 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, except to the extent that the failure to be so qualify qualified and in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower Company and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate, limited liability company or partnership power and organizational authority and the legal right to own and operate all its material property, to lease the material 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 other organization partnership 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 except to the extent that the failure to so qualify could not reasonably or be expected to in good standing would not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each Except as set forth in Schedule 4.3, each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the corporate or other applicable organizational power and organizational authority authority, 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 engagedengaged except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or 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 except to the extent that the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries (aa)(a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (bb)(b) has the organizational power and organizational 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, (cc)(c) is duly qualified as a foreign corporation or 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 except to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect and (dd)(d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of Holdings, the Borrower and its Significant their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational authority authority, and the legal right, to own and operate its propertymaterial Properties, to lease the property material Properties it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or 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 qualification, except to the extent that the failure to be so qualify qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and its Significant Subsidiaries each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational limited liability company, corporate or partnership power and organizational authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign limited liability company, corporation or other organization partnership 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 except to the extent that the failure to so qualify could not reasonably or be expected to in good standing would not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of Holdings, the Borrower and its Significant their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational authority 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 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 qualification, except to the extent that the failure to be so qualify qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational authority 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, except to the extent that the failure to possess such power, authority or legal right could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or 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 qualification, except to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and each of its Significant ------------------------------ Subsidiaries (a) is duly organized, validly existing and and, where applicable, in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate or partnership power and organizational authority 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 other organization and and, where applicable, 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, except to the extent that where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate, partnership or limited liability company (as the case may be) power and organizational authority authority, and the legal right, to own and operate its propertyProperty, 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 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 except to the extent that the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all applicable Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith with such Requirements of Law could notnot reasonably be expected to have, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower Holdings and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing standing, if applicable, under the laws of its the jurisdiction of its organization, (b) has the organizational power (corporate or otherwise) and organizational authority 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 other organization 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, except to the extent that the failure to be so qualify qualified and in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 its the jurisdiction of its incorporation or organization, (b) has the organizational partnership or corporate power and organizational 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 partnership or other organization corporation, as the case may be, 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, except to the extent that the failure to be so qualify qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational 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 or licensed to do business as a foreign corporation or other organization company 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 except to the extent that where the failure to be so qualify qualified and/or in good standing, in the aggregate could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and applicable to such Borrower or Subsidiary, as the case may be, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 its the jurisdiction of its incorporation or organization, (b) has the organizational partnership or corporate power and organizational 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 partnership or other organization corporation, as the case may be, 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, except to the extent that the failure to be so qualify qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower NSP and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate (or other equivalent) power and organizational authority 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 other organization equivalent thereof) 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 except to the extent that the failure to be so qualify qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, except with respect to any Subsidiary that the Borrower intends to dissolve as permitted by Section 7.4(d) or as set forth in Schedule 4.3 hereto, (b) has the organizational power and organizational authority 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 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 except to the extent that the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Parent, the Borrower and its Significant their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) subject to the entry and the terms of the Bankruptcy Court Orders, has the organizational power and organizational authority 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 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 except to the extent that the failure to be so qualify qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and each of its Significant Subsidiaries (a) is duly organized, validly existing and and, where applicable, in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate or partnership power and organizational authority 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 other organization and and, where applicable, 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, except to the extent that where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.. 5.4

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 its the jurisdiction of its organization, (b) has the organizational power and organizational authority 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 other organization limited liability company 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 except to the extent that the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries each Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational limited liability company, corporate or partnership power and organizational authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign limited liability company, corporation or other organization partnership 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 except to the extent that the failure to so qualify could not reasonably or be expected to in good standing would not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law.  Each of the Borrower Credit Parties and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational requisite power and organizational authority and the legal right to own and operate all its material owned property, to lease the material 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 other organization to conduct business 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 except to the extent that the failure to so qualify could not or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and Law, except to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.. 

Existence; Compliance with Law. Each of the Borrower Parent, Holdings and its Significant Subsidiaries (other than the Inactive Subsidiaries) (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate (or equivalent) power and organizational authority 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 Business in which it is currently engaged, except to the extent that such failures could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization 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 Business requires such qualification qualification, except to the extent that where the failure to be so qualify could qualified would not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 its the jurisdiction of its organization, (b) has the organizational power and organizational 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 or licensed to do business as a foreign corporation or other organization company 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 except to the extent that where the failure to be so qualify qualified and/or in good standing, in the aggregate could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower Borrowers and its Significant their Subsidiaries (a) is duly formed or organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate (or analogous) power and organizational authority 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 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 is required, except to the extent that where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of Holdings, the Borrower ------------------------------ and its Significant their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational authority 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 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 qualification, except to the extent that the failure to be so qualify qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower and its Significant Material Subsidiaries and, except to the extent that the inaccuracy of this representation and warranty could not reasonably be expected to have a Material Adverse Effect, each Subsidiary other than a Material Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational power and organizational authority 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 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 except to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.”

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 its the jurisdiction of its organization, (b) has the organizational power and organizational authority 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 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 except to the extent that the failure to be so qualify qualified could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the Borrower Borrowers and its Significant Subsidiaries each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational limited liability company, corporate or partnership power and organizational authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign limited liability company, corporation or other organization partnership 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 except to the extent that the failure to so qualify could not reasonably or be expected to in good standing would not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all applicable Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each of the The Borrower and its Significant the Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (b) has the organizational corporate or partnership power and organizational authority 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 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 qualification, except to the extent that where the failure to so qualify or to be in good standing could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.. 5.4

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 its the jurisdiction of its organization, (b) has the organizational power and organizational 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 or licensed to do business as a foreign corporation or other organization company 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 except to the extent that where the failure to be so qualify qualified and/or in good standing, in the aggregate could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except for any Requirements of Law being contested in good faith by appropriate proceedings and applicable Charter Documents except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.