Common use of Corporate Existence, Good Standing, and Authority Clause in Contracts

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 and, with respect to future Guarantor Significant Subsidiaries, being identified in the quarterly reporting as required by Section 5.3(k)). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) is duly qualified to transact business and is in good standing as a foreign corporation or other organization in each jurisdiction where the nature and extent of its business and properties require the same, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now being, or is contemplated herein to be, conducted. (c) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a party, and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (d) No consent or authorization of, filing with, notice to or other act by or in respect of any Person or Tribunal is required in connection with this Agreement, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Papers, except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) the failure of which to obtain or make, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 and, with respect to future Guarantor Significant Subsidiaries, being identified in the quarterly reporting as required by Section 5.3(k)). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) is duly qualified to transact business and is in good standing as a foreign corporation or other organization in each jurisdiction where the nature and extent of its business and properties require the same, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now being, or is contemplated herein to be, conducted.. 45 48429166.1 (c) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a party, and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (d) No consent or authorization of, filing with, notice to or other act by or in respect of any Person or Tribunal is required in connection with this Agreement, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Papers, except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) the failure of which to obtain or make, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 4.3 and, with respect to future Guarantor Significant Subsidiaries, being identified in the quarterly reporting as required by Section 5.3(k6.3(k)). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) is duly qualified to transact business and is in good standing as a foreign corporation or other organization in each jurisdiction where the nature and extent of its business and properties require the same, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now being, or is contemplated herein to be, conducted. (c) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a party, and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (d) No consent or authorization of, filing with, notice to or other act by or in respect of any Person or Tribunal is required in connection with this Agreement, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Papers, except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) the failure of which to obtain or make, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, Trans Waste is a corporation duly organized, validly existing, existing and in good standing under the Laws laws of Georgia. Trans Waste is a "C corporation" under Subchapter C of the Code. Trans Waste has full corporate power and authority to carry on its jurisdiction businesses as now being conducted and is entitled to own, lease, or operate the property and assets now owned, leased, or operated by it and has no offices outside of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 and, with respect to future Guarantor Significant Subsidiaries, being identified in the quarterly reporting as required by Section 5.3(k)). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) State of Georgia. Trans Waste is duly qualified to transact business and do business, is in good standing as a foreign corporation or other organization and, to the knowledge of each Key Person, has all required and appropriate licenses in each jurisdiction where the nature and extent of its business and properties require the samein which failure to obtain or maintain such qualification, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now beinggood standing, or is contemplated herein to be, conducted. licensing (ci) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a party, and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failurewould, individually or in the aggregate, would not have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects (a "Material Adverse Effect. ") of Trans Waste taken as a whole or (dii) No consent would result in a material breach of any of the other representations, warranties, or covenants set forth in this Agreement. Trans Waste has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into in connection herewith and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions of Trans Waste. This Agreement has been duly executed and delivered by Trans Waste and constitutes the valid and binding obligation of Trans Waste, enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and rules of law governing specific performance, injunctive relief, or other equitable remedies. To each Key Person's knowledge, except as set forth on Schedule 3.14, no consent, waiver, approval, order, or authorization of, or registration, declaration, or filing with, notice to any court, administrative agency, or commission or other act by governmental authority or in respect of instrumentality ("Governmental Entity"), or any Person or Tribunal third party, is required to be made or obtained by Trans Waste in connection with this Agreement, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability execution and delivery of this Agreement by Trans Waste or any the consummation by Trans Waste of the Loan Paperstransactions contemplated hereby, except for (i) the filing of the Articles of Merger with the Georgia Secretary of State and, if applicable, appropriate documents with the relevant authorities of other states in which Trans Waste is qualified to do business, (ii) approval of the Federal Trade Commission and the U.S. Department of Justice of the Merger in response to filing by the parties of Hart-Scott-Rodino Notification and Report Forms (the "HSR Filing"), (ixx) xxxxxxxxxxx xf EPD Permits as required under Section 7.11 hereof, and (iv) such other consents, authorizations, filings filings, approvals and notices (i) which have been registrations that, if not obtained or made and are in full force and effect or (ii) the failure of which to obtain or makemade, would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on Trans Waste.

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, EVG is a ----------------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the Laws laws of the State of California. EVG has full corporate power and corporate authority to carry on its jurisdiction business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it, and has no operations or employees and conducts no business outside of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 and, with respect to future Guarantor Significant Subsidiaries, being identified the states or countries listed in Section 3.1 of the quarterly reporting as required by Section 5.3(k)). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) EVG Disclosure Schedule. EVG is duly qualified to transact business and do business, is in good standing as a foreign corporation or other organization and has all required and appropriate licenses in each jurisdiction where the nature and extent of in which its business and properties require the same, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now being, or is contemplated herein to be, conducted. (c) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a party, and, in the case of the Borrower, failure to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the executionor maintain such qualification, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failuregood standing or licensing (i) would, individually or in the aggregate, would not have, or reasonably could be expected to have have, a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of EVG (a "Material Adverse Effect. (d") No consent or authorization of, filing with, notice to or other act by or in respect of any Person or Tribunal is required in connection with this Agreement, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Papers, except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) would result in a material breach of any of the failure other representations, warranties or covenants set forth in this Agreement. EVG has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into in connection herewith and to consummate the transactions contemplated hereby. All corporate or other action on the part of which EVG and its respective directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and all other agreements to obtain be entered into in connection herewith by EVG and the Shareholders, and the performance of the respective obligations of EVG and the Shareholders hereunder and thereunder has been taken or makewill be taken prior to the Closing Date. This Agreement and all agreements and other documents to be entered into in connection herewith have been or will be duly executed and delivered by EVG and the Shareholders and constitute legal, would notvalid and binding obligations of EVG and each of the Shareholders, individually enforceable against EVG and each of the Shareholders in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or in the aggregate, reasonably be expected to have a Material Adverse Effectother equitable remedies.

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, Starseed is a ------------------------------------------------ corporation duly organized, validly existing, existing and in good standing under the Laws laws of the State of Louisiana. Starseed has full corporate power and corporate authority to carry on its jurisdiction business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it, and has no operations or employees and conducts no business outside of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 and, with respect to future Guarantor Significant Subsidiaries, being identified the States or Countries listed in Section 3.1 of the quarterly reporting as required by Section 5.3(k)). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) Starseed Disclosure Schedule. Starseed is duly qualified to transact business and do business, is in good standing as a foreign corporation or other organization and has all required and appropriate licenses in each jurisdiction where the nature and extent of in which its business and properties require the same, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now being, or is contemplated herein to be, conducted. (c) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a party, and, in the case of the Borrower, failure to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the executionor maintain such qualification, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failuregood standing or licensing (i) would, individually or in the aggregate, would not have, or reasonably could be expected to have have, a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of Starseed (a "Material Adverse Effect. ") or ----------------------- (dii) No consent or authorization of, filing with, notice to or other act by or would result in respect a material breach of any Person of the other representations, warranties or Tribunal is required covenants set forth in this Agreement. Starseed has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into in connection with this Agreementherewith and to consummate the transactions contemplated hereby. All corporate action on the part of each of Starseed and the Founders, and their respective directors and shareholders, necessary for the extensions of credit hereunder or with the authorization, execution, delivery, performance, validity or enforceability delivery and performance of this Agreement or any and all other agreements to be entered into in connection herewith by Starseed and the Founders, and the performance of the Loan Papersrespective obligations of Starseed and the Founders hereunder and thereunder has been taken or will be taken prior to the Closing Date. This Agreement and all agreements and other documents to be entered into in connection herewith have been duly executed and delivered by Starseed and the Founders and constitute legal, valid and binding obligations of Starseed and each of the Founders, enforceable against Starseed and each of the Founders in accordance with its terms, except consentsas such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, authorizationsinsolvency and the relief of debtors and rules of law governing specific performance, filings and notices (i) which have been obtained injunctive relief or made and are in full force and effect or (ii) the failure of which to obtain or make, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectother equitable remedies.

Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions with respect to existing Guarantor Significant SubsidiariesCompanies, being identified on Schedule 3.3 Exhibit 21 of the Borrower’s most recent annual report filed with the SEC on Form 10-K and, with respect to future Guarantor Significant SubsidiariesCompanies, being identified in on Exhibit 21 of the quarterly reporting as required by Section 5.3(k)Borrower’s next succeeding annual report filed with the SEC on Form 10-K). (b) Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (i) is duly qualified to transact business and is in good standing as a foreign corporation or other organization in each jurisdiction where the nature and extent of its business and properties require the same, and (ii) possesses all requisite authority, power, licenses, permits, and franchises to own and operate its property and to conduct its business as is now being, or is contemplated herein to be, conducted. (c) Each Loan Party possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers to which it is a partyPapers, and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Papers to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except where failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (d) No consent or authorization of, filing with, notice to or other act by or in respect of any Person or Tribunal is required in connection with this Agreementthe Transactions, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Papers, except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) the failure of which to obtain or make, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.