Common use of Good Standing of the Company Clause in Contracts

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

Good Standing of the Company. The Company has been duly incorporated and incorporated, is validly existing and as a corporation in good standing under the laws of the State of Delaware, with has the corporate power and authority (corporate and other) to own its properties property and to conduct its business as described in the General Disclosure Package; Prospectus and the Company is duly qualified to do transact business as a foreign corporation and is in good standing in all other jurisdictions each jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; Package and the Company Prospectus, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which such qualification is required, whether by reason of its ownership or lease of property or the conduct of its business requires such qualificationbusiness, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; Package and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationFinal Prospectus.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; Prospectus and the Company is has been duly qualified to do business as a foreign corporation for the transaction of business and is in good standing in all under the laws of each other jurisdictions jurisdiction in which its ownership it owns or lease of property or the conduct of its business requires such qualificationleases substantial property.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; and the Offering Memorandum. The Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.

Good Standing of the Company. The Company has been is a corporation duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, Delaware with all requisite corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; Package and the Company Prospectus, and is duly registered and qualified to do conduct its business as a foreign corporation and is in good standing in all other jurisdictions in which each jurisdiction or place where the nature of its ownership or lease of property properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify or to be in good standing would not have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease the State of property or the conduct of its business requires such qualification.Texas;

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; and the Prospectus Supplement. The Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; Registration Statement and the Company is duly qualified Prospectus and to do business as a foreign corporation in good standing in all other jurisdictions in which enter into and perform its ownership or lease of property or the conduct of its business requires such qualificationobligations under this Agreement.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; Package and the Company Prospectus, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which such qualification is required, whether by reason of its ownership or lease of property or the conduct of its business requires such qualificationbusiness, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where failure to so qualify and be in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) necessary to own its properties and conduct its business in all material respects as described in the General Disclosure Package; and the . The Company is duly registered or qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease under the laws of property or the conduct each jurisdiction set forth on Exhibit A of its business requires such qualificationopinion.

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationqualification (except such failures to qualify that would not reasonably be expected to constitute, either individually or in the aggregate, a Material Adverse Effect (as defined below)).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Pricing Disclosure Package; Package and the Company Prospectus, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which such qualification is required, whether by reason of its ownership or lease of property or the conduct of its business requires such qualificationbusiness, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which set forth opposite its ownership or lease of property or the conduct of its business requires such qualificationname on Schedule I hereto.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.properties

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate under such laws to own, lease and other) to own operate its properties and to conduct its business as described in and to enter into and perform its obligations under each of the General Disclosure PackageOperative Documents to which it is a party; and the Company is duly qualified to do business registered as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease bank holding company under the Bank Holding Company Act of property or the conduct of its business requires such qualification1956, as amended.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with and has full corporate power and authority (corporate under such laws to own, lease and other) to own operate its properties and to conduct its business as now being conducted and as described in the General Disclosure Package; Prospectus (or, if no Prospectus is in existence, the preliminary prospectus). The Company has full corporate power and authority to enter into and perform its obligations under each of the Company Operative Documents to which it is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationparty.

Good Standing of the Company. The Company has been duly ---------------------------- incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; Prospectus and the Company is has been duly qualified to do business as a foreign corporation for the transaction of business and is in good standing in all under the laws of each other jurisdictions jurisdiction in which its ownership it owns or lease of property or the conduct of its business requires such qualificationleases substantial property.

Good Standing of the Company. The Company has been is a corporation duly incorporated and is organized, validly existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the . The Company is duly qualified to do transact business as a foreign corporation and is in good standing in all other jurisdictions each jurisdiction in which its ownership or lease of property or the conduct of its business businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or to be in good standing, considering all such cases in the aggregate, would not have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation, in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business and is in good standing as a foreign corporation in good standing in all other jurisdictions each jurisdiction in which its ownership or lease of property or the conduct of its business (based on information from the Company as to such ownership, lease or conduct) requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged and as described in the General Disclosure Package.

Good Standing of the Company. The Company has been duly ---------------------------- incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate to own, lease and other) to own operate its properties and conduct its business as described in the General Disclosure PackageProspectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where failure to so qualify would not result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has requisite corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure PackageOffering Memorandum and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualification.or

Good Standing of the Company. The Company has been is a corporation duly incorporated and is incorporated, validly existing and in good standing under the laws of the State of Delaware, with Delaware and has all requisite corporate power and authority (corporate to own, operate and other) to own lease its properties and conduct assets and to carry on its business as described businesses in the General Disclosure Package; and the same manner as such businesses are now being conducted. The Company is duly not qualified to do business as a foreign corporation to do business in good standing in all any other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationjurisdiction and is not required to be so qualified.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has the corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure PackageProspectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business registered as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or savings and loan holding company under the conduct of its business requires such qualificationHome Owners' Loan Act, as amended (the "HOLA").

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all California, Texas and Nevada. The Company is not qualified to do business as a foreign corporation in any other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationjurisdiction.

Good Standing of the Company. The Company has been is a corporation duly incorporated organized and is validly existing and in good standing under the laws of the State of Delaware, with requisite corporate power and authority (corporate and other) to own own, lease or operate its properties and to conduct its business as described in each of the Registration Statement, the Prospectus and the General Disclosure Package; Package and to execute and deliver this Agreement, and to consummate the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease transactions contemplated herein (including the issuance, sale and delivery of property or the conduct of its business requires such qualificationShares).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and corporate authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; Package and the Company is duly qualified Prospectus and to do business enter into and perform its obligations under, or as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.contemplated by, this

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, Delaware with corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; Prospectuses and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.enter into

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure PackageProspectus; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its ownership such qualification is required, except where the failure so to qualify or lease of property to be in good standing would not, individually or in the conduct of its business requires such qualificationaggregate, result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; Offering Memorandum and to enter into and perform its obligations under this Agreement, and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.as

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackageOffering Memorandum; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; Pricing Prospectus, and the Company is has been duly qualified to do business as a foreign corporation for the transaction of business and is in good standing in all under the laws of each other jurisdictions jurisdiction in which its ownership it owns or lease of property leases properties or the conduct of its conducts any business requires so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate under such laws to own, lease and other) to own operate its properties and to conduct its business as now being conducted as described in the General Disclosure PackageOffering Documents and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business registered as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease bank holding company under the Bank Holding Company Act of property or the conduct of its business requires such qualification1956, as amended (“BHCA”).

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackageProspectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as corporation, in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business and is in good standing as a foreign corporation in good standing in all other jurisdictions each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct its business, as described in the General Disclosure Package.

Good Standing of the Company. The Company has been is a corporation duly incorporated and is organized, validly existing and in good standing under the laws of the State of Delaware, Delaware with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackageOffering Memorandum; and the Company is duly qualified to do transact business as a foreign corporation and is in good standing in all each other jurisdictions jurisdiction in which its ownership it owns or lease of property leases properties or the conduct of its conducts business requires so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

Good Standing of the Company. The Company has been duly incorporated or organized and is validly existing and in good standing under the laws of the State of Delaware, with Delaware and has all requisite corporate power and authority (corporate capacity to carry on its business, as now conducted and other) as presently proposed to own be conducted by it, and to own, lease and operate its properties and conduct its business as described in assets and to carry out the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationtransactions contemplated by this Agreement.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease the State of property or the conduct of its business requires such qualificationTexas.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect (as defined below).

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, the jurisdiction of its incorporation, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.each jurisdiction listed on Schedule A.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate under such laws to own, lease and other) to own operate its properties and to conduct its business as described in and to enter into and perform its obligations under each of the General Disclosure PackageOperative Documents to which it is a party; and the Company is duly qualified to do business registered as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or financial holding company under the conduct of its business requires such qualificationGraxx-Xxxxx-Xxxxxx Xxt.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure Package; Prospectus and the to enter into and perform its obligations under, or as contemplated under, this Agreement. The Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification.qualification is

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect (as defined below).

Good Standing of the Company. The Company has been duly incorporated and is existing as a corporation and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, Delaware with corporate power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the General Disclosure PackageProspectuses and to enter into and perform its obligations under this Agreement and the U.S. Purchase Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all the State of Texas and in each other jurisdictions jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualification.of

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not result in a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which such qualification is required, whether by reason of its ownership or lease of property or the conduct of its business requires such qualificationbusiness, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification., except to the extent that the failure to be so qualified or be in good standing

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate under such laws to own, lease and other) to own operate its properties and to conduct its business as described in and to enter into and perform its obligations under each of the General Disclosure PackageOperative Documents to which it is a party; and the Company is duly qualified to do business registered as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease savings and loan holding company under the Home Owners' Loan Act of property or the conduct of its business requires such qualification1933, as amended.

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions states of the United States of America in which its ownership or lease of property or the conduct of its business requires such qualification.qualification other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect;

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationqualification except where the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect (as defined below).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which such qualification is required, whether by reason of its ownership or lease of property or the conduct of its business requires such qualificationbusiness, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.