Good Standing. Borrower represents and warrants that it is a sole proprietor or entity # duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, # duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and # has the power and authority to own each of its assets and to use them as contemplated now or in the future.

Section # Good Standing. The Borrower will remain qualified to do business and in good standing (as applicable) in its jurisdiction of formation and every other jurisdiction in which the nature of its businesses so requires, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its incorporation, with powers adequate to own its properties, and to carry on its business as presently conducted by it.

Organization and Good Standing. Such Borrower # is duly organized, formed or incorporated, as applicable, validly existing and in good standing under the laws of its jurisdiction of organization, formation or incorporation, as applicable; # has the requisite power and authority to own its properties and assets and to carry on its business as now conducted, and # is qualified to do business in each jurisdiction where the nature of the business conducted or USActive 51532649.853699586.5

. Borrower: # is duly organized, validly existing, and in good standing, under the laws of the jurisdiction in which it is formed; # is duly qualified, authorized to do business, and in good standing, in every jurisdiction (other than the jurisdiction of its formation) in which it must be qualified; and # has the power and authority to own its assets, and to transact its present and proposed business.

. Borrower # is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, # has all requisite power and authority to carry on its business as now conducted 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.