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Good Standing of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same manner as such businesses are now being conducted. The Company is not qualified as a foreign corporation to do business in any other jurisdiction and is not required to be so qualified.

Good Standing of the Company.Standing. The Company has been duly organized and is validly existing as a corporation duly incorporated, validly existing and is in good standing under the laws of the State of Delaware as of the date hereof, and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same manner as such businesses are now being conducted. The Company is notduly qualified as a foreign corporation to do business and is in anygood standing in each other jurisdiction and isin which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not requiredhave or reasonably be expected to be so qualified.result in a Material Adverse Change.

Incorporation and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own, operatelease and leaseoperate its properties and assetsto conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry on its businesses inout all the same manner as such businesses are now being conducted.terms and provisions hereof and thereof to be carried out by it. The Company is notduly qualified to do business as a foreign corporation to do business in any other jurisdiction and is not requiredin good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be so qualified.in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Good Standing of the Company.

The Company is a corporation duly incorporated,organized, validly existing and in good standing under the laws of the State of DelawareDelaware. The Company is duly qualified to do business and is in good standing in the states where qualification is required due to # the Company’s ownership or lease of real or personal property for use in the operation of the Company’s business or # the nature of the business conducted by the Company. The Company has not at any time owned nor leased any real or personal property, or had any business, operations, obligations or liabilities under any assumed or fictitious names. The Company has all requisite corporate powerpower, right and authority to own, operate and lease its properties and assetsassets, and to carry on its businesses in the same mannerbusiness as such businesses are now being conducted. The Company is not qualified as a foreign corporation to do business in any other jurisdiction and is not required to be so qualified.

Organization and Good Standing of the Company. The CompanyStanding. It is a corporation duly incorporated, validly existing andcorporation in good standing under the laws of the State of Delaware and has all requisite corporatefull power and authority to own, operate and leaseown its properties and assetsconduct its business as presently owned or conducted, and to carry onexecute, deliver and perform its businesses in the same manner as such businesses are now being conducted. The Company is not qualified as a foreign corporation to do business in any other jurisdiction and is not required to be so qualified.obligations under this Agreement.

Section # Organization, Good Standing of the Company.and Qualification. The Company is a corporation duly incorporated,organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same mannerbusiness as such businesses are now beingconducted and as proposed to be conducted. The Company is notduly qualified to transact business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by them makes such qualification necessary, except where the failure to do businessso qualify would not, individually or in any other jurisdiction and is not required to be so qualified.the aggregate, have a material adverse effect on the business, condition (financial or otherwise), earnings, properties or results of operations of the Company (a “Material Adverse Effect”).

Existence and Good Standing of the Company.Standing. The CompanyCorporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same manner as such businesses are now being conducted. The Company is not qualified as a foreign corporation to do business in any other jurisdiction and is not required to be so qualified.Delaware.

Organization, Good Standing of the Company.Standing, Corporate Power and Qualification. The Company is a corporation duly incorporated,organized, validly existing and in good standing under the laws of the State of DelawareIncorporation and has all requisite corporate power and corporate authority to own, operate and lease its properties and assets andrequired # to carry on its businesses in the same mannerbusiness as such businesses are now being conducted.presently conducted and as presently proposed to be conducted and # to execute, deliver and perform its obligations under this Agreement. The Company is notduly qualified to transact business as a foreign corporation to do business in any other jurisdiction and is not requiredin good standing under the laws of each jurisdiction in which the failure to so qualify or be so qualified.in good standing would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of the Company.

Organization, Good Standing of the Company.and Qualification. The Company is a corporation duly incorporated,organized, validly existing and in good standing under the laws of the Statestate of Delawareits incorporation and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same mannerbusiness as such businesses are now being conducted. The Company is notduly qualified as a foreign corporation to dotransact business in any other jurisdiction and is not requiredin good standing in each jurisdiction in which the failure to be so qualified.qualify would have a material adverse effect on its business or properties.

Good Standing of the Company.

Organization and Standing. The Company is a corporation duly incorporated,formed, validly existing and in good standing under the laws of the Statestate of Delaware andDelaware. The Company has all requisite corporate power and authority to own, license and operate and lease its properties and assets andproperties, to carry on its businesses in the same mannerbusiness as such businesses are now being conducted. The Company is not qualifiedconducted and as a foreign corporation to do business in any other jurisdiction and is not requiredproposed to be so qualified.conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

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