Common use of Due Organization, Authorization; Power and Authority Clause in Contracts

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Each Borrower and each of its respective Subsidiaries are each is duly formed, validly existing and in good standing as a Registered Organization in their respective under the laws of its jurisdiction of organization or formation and are each Borrower and each of its respective Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business its businesses or their its ownership of property requires that they it be qualified except where the failure to do so could not reasonably be expected to have result in a material adverse effect on Borrower’s business or operationsMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified qualified, except where the for such states as to which any failure to do so could qualify would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) (i) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and (ii) Borrower and each of its Subsidiaries are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except except, in each case under their clause (ii), where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operationsand operations (taken as a whole).

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.ownership

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective its jurisdiction of formation and are each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of their respective each of its business or their its ownership of property requires that they it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.business. In connection with this

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing (to the extent applicable) in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.or

Due Organization, Authorization; Power and Authority. (a) Each Borrower and each of its respective Subsidiaries are each is duly formed, validly existing and in good standing as a Registered Organization in their respective under the laws of its jurisdiction of organization or formation and are each. Borrower and each of its respective Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business its businesses or their its ownership of property requires that they it be qualified except where the failure to do so could not reasonably be expected to have result in a material adverse effect on Borrower’s business or operationsMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have result in a material adverse effect on Borrower’s business or operationsMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.8 278638019 v5

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) m. Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction jurisdictions of formation and are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Each Borrower and each of its respective Subsidiaries are each is duly formed, validly existing and in good standing as a Registered Organization in their respective under the laws of its jurisdiction of organization or formation and are each Borrower and each of its respective Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business its businesses or their its ownership of property requires that they it be qualified except where exceptwhere the failure to failureto do so could not couldnot reasonably be expected to have result in a material adverse effect on Borrower’s business or operationsMaterial Adverse Change. 5.2.

Due Organization, Authorization; Power and Authority. (a) Each Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsMaterial Adverse Effect.

Due Organization, Authorization; Power and Authority. (a) Each Borrower and each of its respective Subsidiaries are each is duly formed, validly existing and in good standing as a Registered Organization in their respective under the laws of its jurisdiction of organization or formation and are each Borrower and each of its respective Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business its businesses or their its ownership of property requires that they it be qualified except where the failure to failureto do so could not reasonably be expected to have result in a material adverse effect on Borrower’s business or operationsMaterial Adverse Change. 5.2.

Due Organization, Authorization; Power and Authority. (aA) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing (if applicable) in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization (or, solely with respect to Subsidiaries, under the law of its jurisdiction of incorporation) in their respective jurisdiction of formation and are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business or operations.