Common use of Corporate Existence; Capitalization Clause in Contracts

Corporate Existence; Capitalization. Such Borrower and each of its Subsidiaries is a corporation duly organized and in good standing under the laws of its state of incorporation as set forth on Schedule 6.1 and is duly qualified as a foreign corporation and in good standing in the states set forth on Schedule 6.1 and any and all other states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except for those jurisdictions in which the failure so to qualify could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the outstanding capital stock of such Borrower has been duly and validly issued, and is fully paid and nonassessable. None of the shares of such Borrower has been issued in violation of, or is subject to, any preemptive or subscription rights. Except as set forth on Schedule 6.1, there are no outstanding rights, options, warrants or agreements for the purchase of, or the sale or issuance by such Borrower of, any capital stock of such Borrower or securities convertible into or exchangeable for capital stock of such Borrower as of the date hereof.