Common use of Organization; Powers Clause in Contracts

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing instanding, in every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in each case where the failure to have such licensesdo so, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure . All of the issued and outstanding Equity Interests owned by any Loan Party have been (to have the extent such licenses, authorizations, consents, approvals concepts are relevant with respect to such ownership interests) duly authorized and foreign qualifications could not reasonably be expected to have a Material Adverse Effectissued and are fully paid and non-assessable.

Organization; Powers. Each Loan Party is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except and is in good standing in the jurisdiction of its incorporation and in every jurisdiction where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effectqualification is required.

Organization; Powers. Each Loan Party and each general partner or managing member of each Loan Party is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in each case where the failure to have such licensesdo so, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in such jurisdictions where the failure to have such licensesso qualify or be in good standing, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform its obligations under each Loan Document to which it is a party and to effect the Transactions and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and and, where applicable, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly --------------------- organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect of the Borrower and the Subsidiary Loan Parties taken as a whole, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, in every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly incorporated, amalgamated or continued and is organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, has all requisite corporate power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedand formerly conducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and (b), and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (if applicable) in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and to own and lease its Property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in such jurisdictions where the failure to have such licensesso qualify or be in good standing, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and (ii) is qualified to do conduct business in, as a foreign corporation and is in good standing in, in every jurisdiction where in which such qualification is required, except where the failure to have such licenses, authorizations, consents, approvals and foreign qualifications could so qualify is not reasonably be expected likely to have result in a Material Adverse Effect, and (iii) has all requisite power and authority to own, operate and encumber its assets and to conduct its business as presently contemplated.

Organization; Powers. Each Loan Party (i) is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization, organization and (ii) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except except, in the case of this clause (ii), where the failure to have such licensesdo so, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could would not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authorityauthority to enter into, and has all governmental licensesperform its obligations under, authorizations, consents and approvals necessary, the Margin Loan Documentation to own its assets and to carry on its business as now conductedwhich it is a party, and consummate the Transactions, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing (or the equivalent) under the laws Laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to have such licensesdo so, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could would not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in the case of clauses (b) and (c) where the failure to have such licenseswith respect thereto, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party has been duly formed or organized and is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, . Each Loan Party has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to have such licensespower or authority or to be so qualified or in good standing, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each of the Loan Party Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and each such Person has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedand formerly conducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authorityauthority to enter into, and has all governmental licensesperform its obligations under, authorizationsthe Margin Loan Documentation to which it is a party, consents and approvals necessary, to own its assets and to carry on its business as now conductedconsummate the Transactions, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effectnecessary.

Organization; Powers. Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authorityauthority to enter into, and has all governmental licensesperform its obligations under, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conductedthe Margin Loan Documentation, and consummate the Transactions, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organizedorganized or formed, validly existing existing, and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, and and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, and has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to have such licensesdo so, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect of the Borrower and the Subsidiary Loan Parties taken as a whole, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and and, to the extent applicable, is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and (c) is qualified, licensed and is qualified in good standing to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in such jurisdictions where the failure to have such licensesso qualify, authorizations, consents, approvals and foreign qualifications be licensed or be in good standing could not reasonably be expected to have result in a Material Adverse Effect.

Organization; Powers. Each Loan Party and each general partner or managing member of each Loan Party is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in each case where the failure to have such licensesdo so, authorizationsindividually or in the aggregate, consents, approvals and foreign qualifications could not reasonably be expected to have result in a Material Adverse Effect,.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction juris- diction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.. 92

Organization; Powers. Each Loan Party and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conducted, conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is requiredrequired and, except with respect to any jurisdiction other than its jurisdiction of organization, where the failure to have such licenses, authorizations, consents, approvals and foreign qualifications be so qualified could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organizedorganized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction juris­diction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except and is in good standing in the jurisdiction of its incorporation and in every jurisdiction where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.qualification is required. SECTION 4.2

Organization; Powers. Each Loan Party is duly organized, ,validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction juris diction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is a duly organized, incorporated or amalgamated and validly existing corporation or a duly organized and in good standing under validly existing partnership, as the laws of the jurisdiction of its organizationcase may be, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and is qualified except where the failure to do business inso, and individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is in good standing in, compliance with the requirements for carrying on business in every jurisdiction in which it carries on business where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction juris- diction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect of the Borrower and the Subsidiary Loan Parties taken as a whole, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Organization; Powers. Each Loan Party is duly organizedorganized or formed, validly existing and (to the extent such concept is applicable to it) in good standing under the laws of the jurisdiction of its organizationorganization or incorporation (as applicable), has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and authority to carry on its business as now conductedconducted and, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is (to the extent such concept is applicable to it) in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.