Common use of Organization, Powers and Good Standing Clause in Contracts

Organization, Powers and Good Standing. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Borrower has all requisite corporate power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of corporate power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and to issue the Notes. (b) The Borrower is in good standing wherever necessary to carry on its present business and operations, except in jurisdictions in which the failure to be in good standing would not have a Material Adverse Effect. (c) All of the Material Subsidiaries of the Borrower, as of the Effective Date, are identified in Schedule 3.01 annexed hereto. Each Material Subsidiary of the Borrower is validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted except where failure to be in good standing or a lack of corporate power and authority would not have a Material Adverse Effect.

Organization, Powers and Good Standing. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Borrower has all requisite corporate power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of corporate power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and to issue the Notes.. Table of Contents (b) The Borrower is in good standing wherever necessary to carry on its present business and operations, except in jurisdictions in which the failure to be in good standing would not have a Material Adverse Effect. (c) All of the Material Subsidiaries of the Borrower, as of the Effective Date, are identified in Schedule 3.01 annexed hereto. Each Material Subsidiary of the Borrower is validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted except where failure to be in good standing or a lack of corporate power and authority would not have a Material Adverse Effect.

Organization, Powers and Good Standing. (a) The -------------------------------------- Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Borrower has all requisite corporate power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of corporate power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and to issue the Notes. (b) The Borrower is in good standing wherever necessary to carry on its present business and operations, except in jurisdictions in which the failure to be in good standing would not have a Material Adverse Effect. (c) All of the Material Subsidiaries of the Borrower, as of the Effective Date, are identified in Schedule 3.01 annexed hereto. Each Material Subsidiary of the Borrower is validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted except where failure to be in good standing or a lack of corporate power and authority would not have a Material Adverse Effect.

Organization, Powers and Good Standing. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Borrower has all requisite corporate power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of corporate power and authority would not have a Material Table of Contents Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and to issue the Notes. (b) The Borrower is in good standing wherever necessary to carry on its present business and operations, except in jurisdictions in which the failure to be in good standing would not have a Material Adverse Effect. (c) All of the Material Subsidiaries of the Borrower, as of the Effective Date, are identified in Schedule 3.01 annexed hereto. Each Material Subsidiary of the Borrower is validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted except where failure to be in good standing or a lack of corporate power and authority would not have a Material Adverse Effect.

Organization, Powers and Good Standing. (a) The Borrower Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization. The Borrower Each Loan Party has all requisite corporate power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of corporate power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and and, in the case of the Borrower, to issue the Notes. (b) The Borrower Each Loan Party is in good standing wherever necessary to carry on its present business and operations, except in jurisdictions in which the failure to be in good standing would not have a Material Adverse Effect. (c) All of the Material Subsidiaries of the Borrower, as of the Effective Date, are identified in Schedule 3.01 annexed hereto. Each Material Subsidiary of the Borrower is validly existing and in good standing under the laws of its respective jurisdiction of incorporation organization and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted except where failure to be in good standing or a lack of corporate power and authority would not have a Material Adverse Effect.