Due Organization. Borrower is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is duly qualified to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower.

Due Organization. Borrower isIt a duly organized and validly existing limited liability company in good standing under the lawslaw of the State of Delaware and is duly qualified to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower.

Due Organization.Organization and Qualification. Each Borrower is a duly organized andorganized, validly existing and in good standing as a limited liability company under the Laws of Delaware, and is duly licensed or registered, as applicable, and in good standing as a foreign corporation or limited liability company in good standing undereach jurisdiction in which the lawsnature of the State of Delaware andbusiness transacted or the property owned is duly qualifiedsuch as to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower. require licensing or qualification as such.

Due Organization.Organization and Good Standing. The Borrower is ahas been duly organizedorganized, and is validly existing as a limited liability company in good standing under the laws of the State of DelawareDelaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is duly qualifiedpresently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower. acquire, own, sell and pledge the Receivables and the other Collateral.

Due Organization.The Borrower is a duly organized andorganized, validly existing limited liability companyand in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the Statejurisdiction of Delaware and is duly qualified to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower. organization.

Due Organization. Each Borrower is ahas been duly organized and is validly existing limited liability companyand in good standing underpursuant to the laws of the State of Delaware with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Each Borrower is duly qualified to conductdo business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Either a relevant Borrower or relevant Manager possesses all jurisdictionsrights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, and the sole business of each Borrower is the ownership, management and operation of the Properties in each case, except where itsthe failure to do so could reasonablywould not be expected to have aresult in any Material Adverse EffectChange. The ownership of any Borrower is as set forth on Borrower. the organizational chart attached hereto as [Schedule 4.1.1]. No Borrower owns, and no Borrower has at any time in the past owned, an equity interest in any other Person, and no Borrower owns, and no Borrower has at any time owned, any real property other than the Properties.