Common use of Good Standing of the Company and the Guarantors Clause in Contracts

Good Standing of the Company and the Guarantors. The Company has been duly organized and is validly existing as an exempted company in good standing under the laws of Bermuda and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Notes; WFT-Delaware has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; Parent has been duly organized and is validly existing as a joint-stock corporation in good standing (to the extent applicable) under the laws of Switzerland and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; each Guarantor is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, expect where the failure to so qualify or to be in good standing would not result in a material adverse change in the consolidated financial position, shareholders’ equity, results of operations or business of such Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

Good Standing of the Company and the Guarantors. The Company and each Guarantor has been duly organized incorporated or formed (as applicable) and is validly existing as an exempted company in good standing under the laws of Bermuda and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Notes; WFT-Delaware has been duly organized and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware and has corporate its incorporation or formation (as applicable), with power and authority (corporate or other) to own, lease and operate own its properties and to conduct its business as described in the Prospectus and the General Disclosure Package and the Final Offering Memorandum. The Company and each Guarantor are duly qualified to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; Parent has been duly organized and is validly existing do business as a joint-stock foreign corporation (or other entity, as applicable) and, to the extent that such concept is applicable in the relevant jurisdiction, are in good standing in every jurisdiction where such qualification is required, except where the failure to be so qualified or in good standing (to the extent as applicable) would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or properties of the Company and the Guarantors taken as a whole (a “Material Adverse Effect”). Each non-Guarantor subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X has been duly incorporated or formed (as applicable) and is existing and in good standing under the laws of Switzerland and has corporate the jurisdiction of its incorporation or formation (as applicable), with power and authority (corporate or other) to own, lease and operate own its properties and to conduct its business as described in the Prospectus and the General Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; and the Company Final Offering Memorandum. Each such subsidiary is duly qualified to do business as a foreign corporation to transact business and is (or other entity, as applicable) in good standing in each all other jurisdiction jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of business, its business requires such qualification except where the failure so to qualify or to be so qualified or in good standing (as applicable) would not result not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding capital stock or other ownership interest of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or other ownership interest of each Guarantor such subsidiary is duly qualified owned by the Company, directly or indirectly, free from liens, encumbrances and defects, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The entities listed on Schedule E hereto are the only subsidiaries, direct or indirect, of the Company, except for those subsidiaries that would not, if considered in the aggregate as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is requiredsingle subsidiary, whether by reason of the ownership or leasing of property or the conduct of business, expect where the failure to so qualify or to be in good standing would not result in constitute a material adverse change in the consolidated financial position, shareholders’ equity, results of operations or business of such Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businesssignificant subsidiary.

Good Standing of the Company and the Guarantors. The Company and each Guarantor has been duly organized incorporated or formed (as applicable) and is validly existing as an exempted company in good standing under the laws of Bermuda and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Notes; WFT-Delaware has been duly organized and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware and has corporate its incorporation or formation (as applicable), with power and authority (corporate or other) to own, lease and operate own its properties and to conduct its business as described in the Prospectus General Disclosure Package. The Company and the Disclosure Package and each Guarantor are duly qualified to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; Parent has been duly organized and is validly existing do business as a joint-stock foreign corporation (or other entity, as applicable) and, to the extent that such concept is applicable in the relevant jurisdiction, are in good standing in every jurisdiction where such qualification is required, except where the failure to be so qualified or in good standing (to the extent as applicable) would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business or properties of the Company and the Guarantors taken as a whole (a “Material Adverse Effect”). Each non-Guarantor subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X has been duly incorporated or formed (as applicable) and is existing and in good standing under the laws of Switzerland and has corporate the jurisdiction of its incorporation or formation (as applicable), with power and authority (corporate or other) to own, lease and operate own its properties and to conduct its business as described in the Prospectus and the General Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; and the Company Package. Each such subsidiary is duly qualified to do business as a foreign corporation to transact business and is (or other entity, as applicable) in good standing in each all other jurisdiction jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of business, its business requires such qualification except where the failure so to qualify or to be so qualified or in good standing (as applicable) would not result not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect; all of the issued and outstanding capital stock or other ownership interest of each Guarantor such subsidiary has been duly authorized and validly issued and is duly qualified fully paid and nonassessable; and the capital stock or other ownership interest of each such subsidiary is owned free from liens, encumbrances and defects, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The entities listed on Schedule E hereto are the only subsidiaries, direct or indirect, of the Company, except for those subsidiaries that would not, if considered in the aggregate as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is requiredsingle subsidiary, whether by reason of the ownership or leasing of property or the conduct of business, expect where the failure to so qualify or to be in good standing would not result in constitute a material adverse change in the consolidated financial position, shareholders’ equity, results of operations or business of such Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businesssignificant subsidiary.

Good Standing of the Company and the Guarantors. The Company and each Guarantor has been duly organized incorporated or formed (as applicable) and is validly existing as an exempted company in good standing under the laws of Bermuda and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Notes; WFT-Delaware has been duly organized and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware and has corporate its incorporation or formation (as applicable), with power and authority (corporate or other) to own, lease and operate own its properties and to conduct its business as described in the Prospectus General Disclosure Package. The Company and the Disclosure Package and each Guarantor are duly qualified to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; Parent has been duly organized and is validly existing do business as a joint-stock foreign corporation (or other entity, as applicable) and, to the extent that such concept is applicable in the relevant jurisdiction, are in good standing in every jurisdiction where such qualification is required, except where the failure to be so qualified or in good standing (to the extent as applicable) would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or properties of the Company and the Guarantors taken as a whole (a “Material Adverse Effect”). Each non-Guarantor subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X has been duly incorporated or formed (as applicable) and is existing and in good standing under the laws of Switzerland and has corporate the jurisdiction of its incorporation or formation (as applicable), with power and authority (corporate or other) to own, lease and operate own its properties and to conduct its business as described in the Prospectus and the General Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; and the Company Package. Each such subsidiary is duly qualified to do business as a foreign corporation to transact business and is (or other entity, as applicable) in good standing in each all other jurisdiction jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of business, its business requires such qualification except where the failure so to qualify or to be so qualified or in good standing (as applicable) would not result not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding capital stock or other ownership interest of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or other ownership interest of each Guarantor such subsidiary is duly qualified owned by the Company, directly or indirectly, free from liens, encumbrances and defects, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The entities listed on Schedule E hereto are the only subsidiaries, direct or indirect, of the Company, except for those subsidiaries that would not, if considered in the aggregate as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is requiredsingle subsidiary, whether by reason of the ownership or leasing of property or the conduct of business, expect where the failure to so qualify or to be in good standing would not result in constitute a material adverse change in the consolidated financial position, shareholders’ equity, results of operations or business of such Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businesssignificant subsidiary.