Common use of Qualification and Good Standing Clause in Contracts

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions jurisdictions, individually or in the aggregate for all such jurisdictions, where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing in every each jurisdiction where its assets are located and wherever necessary to carry out the ownership, leasing or operation of property or conduct of its business and operationsrequires such qualification, except in jurisdictions where the failure to be so qualified or in good standing has could not had and will not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified qualified, authorized or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing in its jurisdiction of formation or organization and every other jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has could not had and will not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing to the extent required under the laws of its jurisdiction of incorporation and is duly qualified to do business and is in every good standing as a foreign corporation to the extent required under the laws of each jurisdiction where its assets are located and wherever necessary to carry out the nature of its business and operationsoperations requires such qualification, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified or authorized to do business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business businesses and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not have be likely to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions 104 where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to ------------------------------- do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified qualified, authorized or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The jurisdictions in which each Loan Party and each of its respective Subsidiaries owns property or otherwise conducts business as of the Closing Date are set forth on Schedule 4.1.1 annexed hereto.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have have, either individually or in the aggregate for all such jurisdictions, a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has could not had and will not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not reasonably be expected to have a Material Adverse EffectEffect and except as set forth on Schedule 6.15 annexed hereto.

Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure failures to be so qualified or in good standing standing, individually or in the aggregate, has not had and will could not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each of the Loan Party Parties is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not have be likely to result in a Material Adverse EffectEffect on such Loan Party.

Qualification and Good Standing. Each Loan Party is qualified or authorized to do business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business businesses and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The jurisdictions in which each Loan Party and each of its respective Subsidiaries owns property or otherwise conducts business as of the Closing Date are set forth on Schedule annexed hereto.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where to the extent that the failure to be so qualified or in good standing has not had and will not standing, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party and each of their Restricted Subsidiaries is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each The Loan Party is Parties are qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its their business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not have reasonably be expected to result in a Material Adverse Effect.. AM 27446811.10 45

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has could not had and will not reasonably be expected to have a Material Adverse Effect.. C. Conduct of Business. Company and its Subsidiaries are engaged only in the businesses permitted to be engaged in pursuant to subsection 7.14. D.

Qualification and Good Standing. Each Loan Party is and each of their Restricted Subsidiaries are qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its the nature of the assets are located and wherever necessary to carry out therein or the conduct of its business and operationsoperations make such qualification necessary, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified or authorized to do business and are in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business businesses and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its present business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have have, either individually or in the aggregate for all such jurisdictions, a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction (to the extent such concept exists in the relevant jurisdiction) where its assets are located and wherever necessary to carry out its business and operations, including registration of each Loan Party that is a Macau company with the Companies Register Bureau of Macau SAR, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry 89 EXECUTION out its business and operations, except in jurisdictions jurisdictions, individually or in the aggregate for all such jurisdictions, where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing in every each jurisdiction where its assets are located and wherever necessary to carry out the ownership, leasing or operation of property or conduct of its business and operationsrequires such qualification, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to ------------------------------- do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not reasonably be expected to have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not reasonably be expected to have a Material Adverse Effect.. 91

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operationsoperation, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified 91 or in good standing has not had and will could not have reasonably be expected to result in a Material Adverse Effect.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not have be likely to result in a Material Adverse EffectEffect with respect to such Loan Party.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case except in jurisdictions where the failure to be so qualified or in good standing has not had and will would not have be likely to result in a Material Adverse EffectEffect with respect to such Loan Party.

Qualification and Good Standing. Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will could not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.