Common use of Organization and Standing of the Company Clause in Contracts

Organization and Standing of the Company. The Company is a corporation duly ---------------------------------------- organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority (i) to own, lease and operate its properties, to carry on its business as now being conducted and (ii) to execute, deliver and perform its obligations under this Agreement, the Amended Statement of Resolutions, the Amended and Restated Registration Rights Agreement, the form of which is set forth in Annex II attached hereto (the "Amended and Restated Registration Rights -------- Agreement"), and the other agreements to be executed by the Company in connection herewith and to consummate the transactions contemplated hereby and thereby. The Company and EqualNet Corporation, Netco Acquisitions Corp. or USC Telecom Corp. (the "Subsidiaries") are duly qualified to do business and are in good standing in all jurisdictions wherein such qualification is necessary and where failure so to qualify would have a material adverse effect on their business, properties, operations, condition (financial or other), results of operations or prospects of the Company. The Company has no equity investment in any person other than its subsidiaries.

Organization and Standing of the Company. The Company is a corporation duly ---------------------------------------- organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority (i) to own, lease and operate its properties, to carry on its business as now being conducted and (ii) to execute, deliver and perform its obligations under this Agreement, the Amended Statement of Resolutions, the Amended and Restated Registration Rights Agreement, the form of which is set forth in Annex II -------- attached hereto (the "Amended and Restated Registration Rights -------- Agreement"), and the other agreements to be executed by the Company in connection herewith and to consummate the transactions contemplated hereby and thereby. The Company and EqualNet Corporation, Netco Acquisitions Corp. or USC Telecom Corp. (the "Subsidiaries") are duly qualified to do business and are in good standing in all jurisdictions wherein such qualification is necessary and where failure so to qualify would have a material adverse effect on their business, properties, operations, condition (financial or other), results of operations or prospects of the Company. The Company has no equity investment in any person other than its subsidiaries.