Common use of Organization, Good Standing, Etc Clause in Contracts

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Amendment and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Amendment and deliver this Amendmenteach Other Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Second Amendment, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Second Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Existing Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Third Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this First Amendment, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited partnership or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted execute, deliver and as presently contemplated, perform this Amendment and the other Loan Documents to execute and deliver which it is a party being executed in connection with this Amendment, and to consummate perform its respective obligations under the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing reasonably could not reasonably be expected to have a Material Adverse EffectChange.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this AmendmentAmendment and Waiver, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party Parent, Consolidated Industries and each Borrower (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted execute, deliver and as presently contemplated, perform this Amendment and the other Loan Documents to execute and deliver which it is a party being executed in connection with this Amendment, and to consummate perform its respective obligations under the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing reasonably could not reasonably be expected to have a Material Adverse EffectChange.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this First Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Third Amendment, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each of the Loan Party Parties (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite entity power and authority to conduct its business as now conducted and as presently contemplatedcontemplated and to make the borrowings hereunder, and to execute and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended herebythereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the such failure to be so qualified and qualify or be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Seventh Amendment, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each of the Loan Party Parties (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplatedcontemplated and (in the case of the Borrower), and subject to execute and deliver this AmendmentBankruptcy Court approval, to make the borrowings hereunder and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of necessary, except, with respect to this subclause clause (iii)) , where the all instances of such failure to be so qualified and be in good standing could qualify taken together will not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership --------------------------------- corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite corporate power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute and deliver this Amendment, make the borrowings hereunder (in the case of the Borrowers) and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended herebyLoan Documents to which it is a party, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for in the purposes case of this subclause clause (iii)) where the failure to be so qualified qualify and be in good standing could would not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Second Amendment and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and contemplated to execute and deliver this Amendment, make the borrowings hereunder and to consummate the transactions contemplated hereby and by each of the Financing Agreement, as amended herebyLoan Documents to which it is a party, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where and territory, inside and outside of the United States, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for necessary. The Borrower is a wholly-owned subsidiary of the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse EffectGuarantor.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite corporate power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute and deliver this Amendment, make the borrowings hereunder (in the case of the Borrowers) and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended herebyDocuments to which it is a party, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for in the purposes case of this subclause clause (iii)) where the failure to be so qualified qualify and be in good standing could would not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Ninth Amendment, and to consummate the transactions contemplated hereby and by the A&R Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Such Credit Party (i) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to make the borrowings hereunder (in the case of the Borrower), to execute and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, thereby and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be do so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Waiver and deliver this Amendmenteach Other Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Fourth Amendment, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership sociedad anonima duly organized, validly existing and and, other than the Mexican Loan Party, in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this AmendmentAgreement, and to consummate the transactions contemplated hereby by this Agreement and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplatedcontemplated and, and in the case of the Borrowers, to execute and deliver this AmendmentSecond Modification, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended herebythereby, and (iii) is duly authorized or qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Sixth Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Waiver and deliver this Amendmenteach Other Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this First Amendment and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, corporation or limited liability company or limited partnership company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute and deliver this Amendmentmake the borrowings hereunder, in the case of the Borrower, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) or where the failure to be so qualified and be in good standing could not reasonably be expected to qualify would have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Sixth Amendment, and to consummate the transactions contemplated hereby and by the Financing Loan Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be or in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Amendment and deliver this Amendmenteach Other Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this AmendmentConsent, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party of the Parent and its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplatedcontemplated and to make the borrowings hereunder, and to execute and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended herebythereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the such failure to be so qualified and qualify or be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Such Loan Party (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted execute, deliver and as presently contemplatedperform this Amendment, the New Term Notes, the New Revolving Credit Notes and the other Loan Documents to execute and deliver which it is a party being executed in connection with this Amendment, and to consummate the transactions contemplated hereby and by perform the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effectnecessary.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Consent and deliver this Amendmenteach Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership sociedad anonima duly organized, validly existing and and, other than the Mexican Loan Parties, in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this AmendmentAgreement, and to consummate the transactions contemplated hereby by this Agreement and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, contemplated and to execute this Amendment and deliver this Amendmenteach Other Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Credit Agreement, as amended hereby, and (iii) is duly qualified to do business in, and is in good standing in each jurisdiction where in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.