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

Organization and Good Standing of the Company. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own, lease, operate or hold its property and to conduct its business and to enter into and assume the liabilities and obligations assumed or to be assumed by it pursuant to the Transaction Documents (as defined below) to which it is a party, as described in each of the Time of Sale Information and Offering Memorandum, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or lease of property requires such qualification, except to the extent the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position, stockholders’ equity, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”).

Organization and Good Standing of the Company. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own, lease, operate or hold its property and to conduct its business and to enter into and assume the liabilities and obligations assumed or to be assumed by it pursuant to the Transaction Documents (as defined below) to which it is a party, as described in each of the Registration Statement, Time of Sale Information and Offering MemorandumProspectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or lease of property requires such qualification, except to the extent the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position, stockholders’ equity, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”).

Organization and Good Standing of the Company. The Company has been duly incorporated, incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware, its incorporation and has the corporate power and authority to own, lease, lease and operate or hold its property properties and to conduct its business as described in the Time of Sale Memorandum and the Offering Memorandum and to enter into and assume perform its obligations under this Agreement, the liabilities Registration Rights Agreement, the Securities, the Exchange Securities and obligations assumed or to be assumed by it pursuant to the Transaction Documents (as defined below) to which it is a party, as described in each of the Time of Sale Information and Offering Memorandum, and Indenture. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business or its ownership or lease of property requires such qualification, except to the extent where the failure to be so qualified or be in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the general affairs, management, business, properties, condition (financial position, stockholders’ equityor otherwise), results of operations, operations or prospects of the Company and its subsidiaries, taken as a whole, whole or on the performance by the Company and the Guarantors of their its obligations under the Securities and the Guarantees (a “Material Adverse Effect”).

Organization and Good Standing of the Company. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own, lease, operate or hold its property and to conduct its business and to enter into and assume the liabilities and obligations assumed or to be assumed by it pursuant to the Transaction Documents (as defined below) to which it is a party, as described in each of the Time of Sale Information Registration Statement, Disclosure Package and Offering MemorandumFinal Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or lease of property requires such qualification, except to the extent the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position, stockholders’ equity, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”).

Organization and Good Standing of the Company. The Company has been duly incorporated, incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware, its incorporation and has the corporate power and authority to own, lease, lease and operate or hold its property properties and to conduct its business and to enter into and assume the liabilities and obligations assumed or to be assumed by it pursuant to the Transaction Documents (as defined below) to which it is a party, as described in each of the Registration Statement, the Time of Sale Information and Offering Memorandumthe Prospectus and to enter into and perform its obligations under this Agreement, the Securities and the Indenture. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business or its ownership or lease of property requires such qualification, except to the extent where the failure to be so qualified or be in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the general affairs, management, business, properties, condition (financial position, stockholders’ equityor otherwise), results of operations, operations or prospects of the Company and its subsidiaries, taken as a whole, whole or on the performance by the Company and the Guarantors of their its obligations under the Securities and the Guarantees (a “Material Adverse Effect”).

Organization and Good Standing of the Company. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own, lease, operate or hold its property and to conduct its business and to enter into and assume the liabilities and obligations assumed or to be assumed by it pursuant to the Transaction Documents (as defined below) to which it is a party, as described in each of the Time of Sale Information and Offering Memorandum, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or lease of property requires such qualification, except to the extent the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position, stockholders’ equity, results of operations, or prospects of the Company and Company, its subsidiariessubsidiaries and, to the knowledge of the Company, the Target Assets, taken as a whole, or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”).