Each Loan Party # is duly organized and existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and # has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Each Loan Party # is duly organized and existing and, to the extent applicable,and in good standing under the laws of the jurisdiction of its organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change,Effect, and # has all requisite power and authority to own or lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

EachParent and each Loan Party # is duly organized and existing and, to the extent applicable,and in good standing under the laws of the jurisdiction of its organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change,Effect, and # has all requisite power and authority under its Governing Documents and applicable law to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Each Loan Party # is duly organized andor formed, validly existing and, to the extentas applicable, in good standing under the lawsLaws of the jurisdiction of its incorporation or organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own and operateor lease its properties, toassets and carry on its business as now conducted and as proposed to be conducted, to enter into# execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty, and # is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to carry outin clause (b)(i) or (c), to the transactions contemplated thereby.extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

. Each Loan Party and each Significant Subsidiary thereof # is duly organized andor formed, validly existing and, to the extentas applicable, in good standing under the lawsLaws of the jurisdiction of its incorporation or organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and # has all requisite power and authority to # own and operateor lease its properties, toassets and carry on its business as now conducted and as proposed to be conducted, to enter into# execute, deliver and perform its obligations under the Loan Documents to which it is a partyparty, and # is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to carry outin clause (a) (other than with respect to the transactions contemplated thereby.Borrowers), (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

. Each Loan Party and each of its Subsidiaries # is duly organized andor formed, validly existing and, to the extentas applicable, in good standing under the lawsLaws of the jurisdiction of its incorporation or organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own and operateor lease its properties, toassets and carry on its business as now conducted and as proposed to be conducted, to enter into# execute, deliver and perform its obligations under the Loan Documents to which it is a party and to carry outconsummate the transactions contemplated thereby.by the Loan Documents, and # is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (a) (solely with respect to any Person that is not a Loan Party) or clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each of the Loan PartyParties # is duly organized andor formed, validly existing and, to the extent applicable,and in good standing under the lawsLaws of the jurisdiction of its incorporation or organization, # is qualifiedhas all requisite power and authority and all requisite governmental licenses, accreditations, authorizations, consents and approvals to do# own or lease its assets and carry on its business in any stateas presently conducted, except where thea failure to be so qualifiedhave such power and authority or to have such governmental licenses, accreditations, authorizations, consents and approvals, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change,Effect, and # has all requisite powerexecute, deliver and authority to own and operateperform its properties, to carry on its business as now conducted and as proposed to be conducted, to enter intoobligations under the Loan Documents to which it is a partyparty, and # is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except in such jurisdictions where failure to carry outso qualify or be in good standing, individually or in the transactions contemplated thereby.aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party # is duly organized andor formed, validly existing and, to the extent applicable,and in good standing (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization) under the lawsLaws of the jurisdiction of its incorporation or organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own and operateor lease its properties, toassets and carry on its business as now conducted(except, in the case of any Loan Party other than the Borrowers, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect) and as proposed to be conducted, to enter into# execute, deliver and perform its obligations under the Loan Documents and each other agreement or instrument contemplated hereby or thereby to which it is a partyparty, # is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and # is in compliance with all Laws (including the Act); except in each case referred to carry outin clause (b)(i), (c) or (d), to the transactions contemplated thereby.extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party # is duly organized andor formed, validly existing and, to the extent applicable,and in good standing (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization) under the lawsLaws of the jurisdiction of its incorporation or organization, # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own and operateor lease its properties, toassets and carry on its business as now conducted(except, in the case of any Loan Party other than the Borrowers, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect) and as proposed to be conducted, to enter into# execute, deliver and perform its obligations under the Loan Documents and each other agreement or instrument contemplated hereby or thereby to which it is a partyparty, # is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and # is in compliance with all Laws (including the Act); except in each case referred to carry outin clause (b)(i), (c) or (d), to the transactions contemplated thereby.extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

4.3Existence. Each Loan Party # is duly organizedorganized, validly existing and existing and, to the extent applicable, in good standing under the laws of theits jurisdiction of its organization, # is qualifiedhas the power and authority to doconduct the business in any statewhich it is engaged and # is duly qualified and in good standing in each jurisdiction where the failureit is required to be so qualified and in good standing, except to the extent all failures with respect to the [foregoing clauses (a), (b) and (c)])])] could not, in the aggregate, reasonably be expected to result inhave a Material Adverse Change, and # has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.Effect.