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

Corporate Existence; Compliance with Law. Each of the Parent and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line hereto, (b) has the corporate power and 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 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 where the failure to so qualify, individually or 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 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 Parent Borrower and its Subsidiaries each Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate organizational power and authority authority, and the legal right, to own and operate its material 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 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, except where the failure to be so qualify, qualified could not individually or in the aggregate, could not aggregate reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could not, individually or 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 of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate requisite power and 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 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, qualification except where to the extent that the failure to so qualifyqualify or be in good standing could not, individually or 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 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 of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualify, individually qualified or in the aggregate, could good standing would not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law Law, 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 U.S. Borrower and its Subsidiaries each Subsidiary of the U.S. Borrower (a) is duly organized, incorporated or organized and is validly existing and as a corporation or other legal entity in good standing under the laws of in the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoincorporation or organization, (b) has the corporate or other power and authority to own own, lease and operate its property, to lease the property it operates as lessee properties and to conduct the business in which it is currently engaged, (c) is duly qualified to transact business as a foreign corporation or other legal entity and is in good standing under the laws of or otherwise appropriately qualified in each jurisdiction where its ownership, lease leasing or operation of property or the conduct of its business requires such qualification, except where to the extent that any failure to be so qualify, individually or qualified and in the aggregate, could 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 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.

Corporate Existence; Compliance with Law. Each of Holdings, the Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or limited liability company, as applicable, 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 other entity) and in good standing (if applicable) 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 to the extent that the failure to so qualify, individually or in the aggregate, qualify could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 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 and its Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization under incorporation or formation, except (other than with respect to the name Borrowers), to the extent that the failure to be (as of to the date hereofextent applicable) set forth in its respective signature line heretogood standing would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority 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 limited liability company and (to the extent 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, except other than in such jurisdictions where the failure to be so qualify, individually or qualified and (to the extent applicable) in the aggregate, could good standing would not be reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 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.

Corporate Existence; Compliance with Law. Each of the Parent and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or partnership power (as applicable) and authority authority, and the legal right, to own and operate its propertyProperties, to lease the property it operates as lessee and to conduct the business in which it is currently engagedengaged and in which it proposes to be engaged after the Closing Date, (c) is duly qualified as a foreign corporation 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 where to the extent that the failure to so qualifycomply thereunder could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law and Contractual Obligations 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 and each of the Parent and its Subsidiaries (a) is duly organized, organized or formed and validly existing and in good standing or subsisting under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, incorporation or formation, (b) has the corporate power and 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 in good standing in the jurisdiction of its organization, incorporation or formation and duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where to the extent in each case that the failure to so qualifyqualify could not, individually or 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 to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each Except as set forth on Schedule 3.3, each of Holdings, 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 under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 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, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect qualification and (d) is in compliance with all Requirements of Law except except, in the case of the foregoing clauses (b), (c) and (d), to the extent that the failure to have such power and authority and right or 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 Parent and its Subsidiaries Group Member (a) is duly organizedincorporated, organized or formed, validly existing and (where applicable) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoincorporation or organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its property, to lease the property it operates as lessee lessee, to license the property it exploits as licensee, 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 (where applicable) under the laws of each jurisdiction where its ownership, lease lease, licensing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualify, individually or in the aggregate, qualified could not reasonably be expected to have cause a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have cause a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Subsidiaries (other than Inter Stretch Ltd.) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 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 where to the extent that the failure to be so qualify, individually or qualified and in the aggregate, could good standing would not be reasonably be expected likely to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 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 Company and its Subsidiaries (a) is duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 and in good standing (or, with respect to Foreign Subsidiaries, maintains the analogous status) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where to the extent that the failure to so qualifymaintain such status could not, individually or 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 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 and its Subsidiaries Credit Party (a) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line hereto, incorporation; (b) has the corporate power and 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 to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualifyqualified would not have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; and (d) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable Requirements of Law, except where the failure to comply, individually or 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 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 US Borrower and each of the Parent and its Subsidiaries (a) is duly organized, validly existing or validly subsisting and, in the case of the US Borrower, its Domestic Subsidiaries and any of its Foreign Subsidiaries organized in a jurisdiction where such concept is applicable, in good standing standing, as the case may be, under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoor incorporation, (b) has the corporate power and 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 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, except where to the extent that the failure to so qualifyqualify could not, individually or 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 to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each of the Parent and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoincorporation or formation, (b) has the corporate power and authority 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 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 other than in such jurisdictions where the failure to be so qualify, individually or qualified and in the aggregate, could good standing would not be reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 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.

Corporate Existence; Compliance with Law. Each of Holdings, the Parent 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 under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority authority, and the legal right, including without limitation, necessary authorizations from the FCC and FAA 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 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 where to the extent that the failure to be so qualifyqualified and in good standing could not, individually or 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 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 Company and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority authority, and the 70 64 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 and in good standing under the laws of each jurisdiction set forth on Schedule 5.3 on the date hereof, which includes each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualifyqualified or in good standing could not, individually or 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 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 and its Subsidiaries Guarantor (a) is ---------------------------------------- duly organized, validly existing (except to the extent the failure to do so results from a transaction permitted by Section 11.4) and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority authority, and the legal right, to own and operate its propertyCorporate Property, to lease the property Corporate Property it operates as lessee and to conduct the business businesses in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Corporate Property or the conduct of its business requires such qualification, qualification except where the failure to so qualifybe qualified could not, individually or 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 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 3.3, each of the Parent Borrower and its Subsidiaries the other Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the requisite corporate power and authority 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 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, qualification except where to the extent that the failure to so qualifyqualify or be in good standing could not, individually or 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 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 Lessee and each Subsidiary of the Parent and its Subsidiaries Lessee (ai) is duly organizedorganized or formed, validly existing and (in the case of Lessee and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (bii) has the corporate power and authority and 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 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 where the failure to so qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (diii) is in compliance with all Requirements of Law Law, except to the extent that the failure all failures to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) in the case of Lessee and its Material Subsidiaries, is duly qualified and in good standing to do business in each jurisdiction in which the nature or conduct of its business or the ownership, leasing, operation or holding of its properties requires such qualification, except to the extent that all failures to be so qualified could not in aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Except as disclosed on Schedule 6.3, each of the Parent Company and its Subsidiaries Subsidiaries, including the Borrower, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or partnership power and 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 or 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, qualification except where to the extent that the failure to so qualifyqualify or be in good standing would not, individually or 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 to the extent that 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 Parent and Guarantor, its Subsidiaries and the Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or partnership power and 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 or 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, qualification except where to the extent that the failure to so qualifyqualify or be in good standing would not, individually or 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 to the extent that 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 Holdings and each of the Parent and its Subsidiaries (a) is duly organized, organized and validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoor incorporation, (b) has the corporate power and authority authority, and the legal 81 75 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 in good standing in the jurisdiction of its organization or incorporation and duly qualified as a foreign corporation 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 where to the extent in each case that the failure to so qualifyqualify could not, individually or 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 to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each of the Parent Parent, Heat Holdings II, the Borrower 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 under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or other power and 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 legal 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, except where the failure to be so qualify, individually or in the aggregate, qualified could not reasonably be expected to have a Material Adverse Effect and except for jurisdictions not recognizing the concept of good standing and (d) is in compliance with all Requirements of Law 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.

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Subsidiaries (ai) is duly organized, validly existing and (in the case of the Borrower and its Subsidiaries) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (bii) has the corporate power and 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, (ciii) in the case of the Borrower and its Subsidiaries, is duly qualified as a foreign corporation 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 where to the failure extent that all failures to be so qualifyqualified could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (div) is in compliance with all Requirements of Law except to the extent that the failure all failures 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 and its Subsidiaries (a) Each Loan Party (i) is duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (bii) has the corporate power and 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, (ciii) is duly qualified as a foreign corporation or other entity, as the case may be, 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 where to the extent that the failure to so qualifycomply therewith could not, individually or in the aggregate, could not aggregate reasonably be expected to have a Material Adverse Effect and (div) is is, in compliance with all Requirements of 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.

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate requisite power and 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 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, qualification except where to the extent that the failure to so qualifyqualify or be in good standing could not, individually or 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 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 Subsidiary (a) is duly organized, validly existing and (where applicable) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority and all licenses, permits and other approvals of any Governmental 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 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 where the failure to so qualifyqualify or be in good standing could not, individually or 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 to the extent that the failure to comply therewith could not, individually or 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 (where applicable) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority and all licenses, permits and other approvals of any Governmental 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 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 where the failure to so qualifyqualify or be in good standing could not, individually or 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 to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent Company and its Subsidiaries (other than any Foreign Subsidiary which is not a Material Foreign Subsidiary) (a) is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 and in good standing standing, if applicable, 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 where to the extent that the failure to be so qualifyqualified and in good standing could not, individually or 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 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 and each of the Parent and its Subsidiaries (a) is duly organized, validly existing or validly subsisting and in good standing standing, as the case may be, under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoor incorporation, (b) has the corporate power and 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 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 where to the extent that the failure to so qualifyqualify could not, individually or 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 to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectAffect.

Corporate Existence; Compliance with Law. Each of the Parent and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or partnership power (as applicable) and authority authority, and the legal right, to own and operate its propertyProperties, to lease the property it operates as lessee and to conduct the business in which it is currently engagedengaged and in which it proposes to be engaged after the Initial Closing Date, (c) is duly qualified as a foreign corporation 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 where to the extent that the failure to so qualifycomply thereunder could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law and Contractual Obligations 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 and its Subsidiaries The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate organizational power and 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 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, except other than in such jurisdictions where the failure to be so qualify, individually or qualified and in the aggregate, could good standing would not be reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of 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.

Corporate Existence; Compliance with Law. Each of the Parent Parent, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or other power and 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 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 to the extent failure to so qualifyqualify or be in good standing could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. It is understood that this provision shall not imply a representation with respect to environmental matters, which representation is set forth in Section 4.16.

Corporate Existence; Compliance with Law. Each of (a) the Parent Borrower and its Significant Subsidiaries (ai) is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization under incorporation or formation, as the name case may be, and (as of the date hereof) set forth in its respective signature line hereto, (bii) has the corporate power corporate, company or partnership power, as the case may be, and authority and the legal right to own and operate its property, to lease the property it operates as lessee operates, and to conduct the business in which it is currently engaged, and (cb) the Companies (i) is duly qualified as a foreign corporation and in good standing under the laws Laws of each jurisdiction where its ownership, lease lease, or operation of property or the conduct of its business requires such qualification, except where to the extent that failure to be so qualifyqualified is not reasonably likely, individually or in the aggregate, could not reasonably to be expected to have a Material Adverse Effect Event, and (dii) is in compliance with all Requirements of Law 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 the Parent Group Member and its Subsidiaries EPE Holding Corporation (a) is duly organizedincorporated, organized or formed, validly existing and (where applicable) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoincorporation or organization, (b) has the corporate power and authority authority, and the legal right, to own and operate its property, to lease the property it operates as lessee lessee, to license the property it exploits as licensee, 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 (where applicable) under the laws of each jurisdiction where its ownership, lease lease, licensing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualify, individually or in the aggregate, qualified could not reasonably be expected to have cause a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law 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 Parent, Holdings, Intermediate 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 under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 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 where to the extent that the failure to do so qualifycould not, individually or 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 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 (except to the extent the failure to so exist results from a transaction permitted by Section 7.4) and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 businesses in which it is currently engaged, (c) is duly qualified as a foreign corporation 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 where the failure to so qualifybe qualified could not, individually or 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 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 Credit Parties and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate requisite power and 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 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, qualification except where to the extent that the failure to so qualifyqualify or be in good standing could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation, environmental laws), 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 Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 and in good standing under the laws of each jurisdiction set forth on Schedule 5.3 on the date hereof, which includes each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualifyqualified or in good standing could not, individually or 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 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 of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and 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 is, or will be on or before the date set forth in subsection 6.13, duly qualified as a foreign corporation 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 where to the extent that the failure to so qualifyqualify could not, individually or 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 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 and its Subsidiaries Loan Party (a) except as otherwise set forth in the legal opinion of general counsel to the Borrower, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) subject to applicable provisions of the Bankruptcy Code requiring Bankruptcy Court approval, has the corporate power and 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 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 where the failure to be so qualify, individually or in the aggregate, could qualified would not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 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 Company and its Subsidiaries (other than any Foreign Subsidiary which is not a Material Foreign Subsidiary) (a) is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority authority, and a 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 and in good standing standing, if applicable, 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 where to the extent that the failure to be so qualifyqualified and in good standing could not, individually or 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 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 of the jurisdiction of its organization under organization, except with respect to the name (as good standing of its Subsidiaries that do not constitute a material portion of the date hereof) set forth Business and where such failure to be in its respective signature line heretogood standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and 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 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 where the failure to be so qualify, individually or in the aggregate, qualified could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 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 Parent, each Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate or other power and 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 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 to the extent failure to so qualifyqualify or be in good standing could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. It is understood that this provision shall not imply a representation with respect to environmental matters, which representation is set forth in Section 4.16.

Corporate Existence; Compliance with Law. Each of the Parent Holdings, CC Operating and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoorganization, (b) has the corporate power and authority authority, and the legal right, including without limitation, necessary authorizations from the FCC and FAA 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 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 where to the extent that the failure to be so qualifyqualified and in good standing could not, individually or 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 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 Lessee and each Subsidiary of the Parent and its Subsidiaries Lessee (ai) is duly organizedorganized or formed, validly existing and (in the case of Lessee and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its organization under the name (as of the date hereof) set forth in its respective signature line heretoincorporation or formation, (bii) has the corporate power and authority and 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 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 where the failure to so qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (diii) is in compliance with all Requirements of Law Law, except to the extent that the failure all failures to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) in the case of Lessee and its Material Subsidiaries, is duly qualified and in good standing to do business in each jurisdiction in which the nature or conduct of its business or the ownership, leasing, operation or holding of its properties requires such qualification, except such jurisdictions where the failure so to qualify would not have a Material Adverse Effect.