Common use of Existence and Standing Clause in Contracts

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of its business would require such qualification, except where the failure to be in good standing or have such authority could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material the Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualification, is conducted except where in those instances in which the failure to be in good standing or have maintain such authority could would not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority qualified to do business could not reasonably be expected to have result in a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business and (to the extent such concept applies to such entity) is in good standing in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority of which could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing so qualified does not or have such authority could not reasonably be expected to have cause or result in the occurrence of a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organizedformed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws Laws of its jurisdiction of incorporation or organization organization, and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualification, except where is conducted (other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or have such authority could not in the aggregate, reasonably be expected to have a Material Adverse Effect).

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each Such Borrower is a corporation, and each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company company, duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction (or, if applicable, jurisdictions) of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority do so could not reasonably be expected to have a Material Adverse Effect.Effect with respect to such Borrower. 5.2

Existence and Standing. Each of the Borrower and Borrower, its Material Domestic Subsidiaries and the Guarantors is a corporation, partnership (in the case of Subsidiaries only) ), statutory trust or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have absence of such authority could not reasonably be expected to have result in a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organizedformed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where to the extent the failure to be in maintain such good standing status or have such authority could would not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and Borrower, its Material Domestic Subsidiaries and the Guarantors is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have absence of such authority could not reasonably be expected to have result in a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company (in the case of Subsidiaries only) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority do so could not reasonably be expected to have result in a Material Adverse EffectChange.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing so qualified does not or have such authority could would not reasonably be expected to have cause or result in the occurrence of a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company (in the case of Subsidiaries only) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization organization, is duly qualified to transact business and has all requisite authority to conduct its business is in good standing in each jurisdiction where the conduct of in which its business would require such qualification, is conducted except where the failure to be in good standing or have such authority so qualified could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualification, except is conducted where the failure to be in good standing or have such authority could not reasonably be expected to would have a Material Adverse EffectEffect or would affect the ability of the Borrower to enforce any of its material rights.

Existence and Standing. Each of the Borrower and its Material Restricted Subsidiaries is a corporation, partnership (in the case of Restricted Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing so qualified does not or have such authority could would not reasonably be expected to have cause or result in the occurrence of a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business and (to the extent such concept applies to such entity) is in good standing in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where the failure to be in good standing or have such authority of which could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organizedformed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where to the extent the failure to be in maintain such good standing status or have such authority could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which 60 its business would require such qualificationis conducted, except where the failure to be in good standing so qualified does not or have such authority could not reasonably be expected to have cause or result in the occurrence of a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted or proposed to be conducted, except where the failure to be in good standing or have such authority so qualified could not reasonably be by expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company (in the case of Subsidiaries only) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization organization, is duly qualified to transact business and has all requisite authority to conduct its business is in good standing in each jurisdiction where the conduct of in which its business would require such qualification, is conducted except where the failure to be in good standing or have such authority so qualified could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Material Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualification, except where the is conducted if failure to be in good standing or have such authority could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Consolidated ---------------------- Subsidiaries is a corporation, partnership corporation or (in the case of Consolidated Subsidiaries only) a partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualification, except where is conducted unless the failure so to qualify would not be in good standing or have such authority could not reasonably be expected to have a Material Adverse Effect.

Existence and Standing. Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction where the conduct of in which its business would require such qualificationis conducted, except where to the extent that failure to be in good standing or have such authority do so could not reasonably be expected to have a Material Adverse Effect. 5.2.