Parent and each of its Restricted Subsidiaries # is duly organized and existing 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 Effect, # except as could not reasonably be expected to have a Material Adverse Effect, 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 and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

ParentSection # Organization; Powers. It and each of its Restricted SubsidiariesSignificant Subsidiary # is duly organized andorganized, validly existing 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 Effect, # except as could not reasonably be expected to have a Material Adverse Effect, has all requisite power and authority to own its property and operate its properties,assets and to carry on its business as now conducted and as proposed to be conductedconducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect, # is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and # has all requisitethe power and authority to enter into theexecute, deliver and perform its obligations under each Loan DocumentsDocument to which it is a party and under each other agreement or instrument contemplated thereby to carry outwhich it is or will be a party and, in the transactions contemplated thereby.case of the Company, to borrow hereunder.

ParentSECTION # Organization; Powers. The Borrower and each of its Restricted SubsidiariesSubsidiary # is duly organizedorganized, validly existing and existing and(to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, # has all requisite corporate or other organizational power and authority required for the ownership and operation of its properties and the conduct of its business as now conducted and # is qualified to do business in any stateevery jurisdiction where such qualification is required, except in each case referred to in clauses # (other than with respect to the failure to be so qualified couldBorrower), (b) and (c), for failures that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, # except as could not reasonably be expected to have a Material Adverse Effect, 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 and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.Effect.

ParentSECTION # Organization; Powers. The Borrower and each of its Restricted Subsidiaries #Subsidiary is duly organizedorganized, validly existing and existing and(to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, # is qualified to dohas all power and authority and all material Governmental Approvals required for the ownership and operation of its properties and the conduct of its business in any stateas now conducted and, except where the failure to be so qualifieddo so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # except as could not reasonably be expectedis qualified to have a Material Adverse Effect, has all requisite powerdo business, and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.in good standing, in every jurisdiction where such qualification is required.

ParentThe Borrower and each of its Restricted SubsidiariesPrincipal Subsidiary # is duly organized andorganized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) 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 Effect, # except as could not reasonably be expected to have a Material Adverse Effect, has all requisite power and authority to own its property and operate its properties,assets and to carry on its business as now conducted and as proposed# is qualified to be conducted and # has all requisite power and authoritydo business in every jurisdiction where such qualification is required, except where the failure so to enter into the Loan Documents to which it isqualify would not have a party and to carry out the transactions contemplated thereby.Material Adverse Effect.

ParentSECTION # Organization; Powers. Each of the Loan Parties and each of its Restricted Subsidiaries # is duly organizedorganized, validly existing and existing and(to the extent applicable in its jurisdiction of organization) in good standing under the laws of the jurisdiction of its organization, # is qualifiedhas all requisite power and authority to docarry on its business in any stateas now conducted and, except where the failure to be so qualifieddo so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # except as could not reasonably be expectedis qualified to have a Material Adverse Effect, has all requisite powerdo business in, and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.in good standing in, every jurisdiction where such qualification is required.

ParentEach [[Loan Parties:Organization]] and each of its Restricted Subsidiaries # is duly organized andor formed, validly existing andand, as applicable, in good standing under the lawsLaws of the jurisdiction of its incorporation or organization, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to # own or lease its assets and carry on its business and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, 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 (b)(i) or (c), to the extent that failure to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, # except as couldwould not reasonably be expected to have a Material Adverse Effect, 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 and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.Effect.

ParentSection # Organization; Powers. Each of the Borrower and each of its Restricted Subsidiaries # is duly organized and existingvalidly existing. Each of the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) is (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, # is qualifiedhas all requisite power and authority to docarry on its business in any stateas now conducted and, except where the failure to be so qualifieddo so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # except as could not reasonably be expectedis qualified to have a Material Adverse Effect, has all requisite powerdo business in, and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.in good standing in, every jurisdiction where such qualification is required.

Parent and each of its Restricted Subsidiaries # isentity, duly organized andorganized, validly existing and in good standing under the laws of theits jurisdiction of its organization, isas the case may be, # is qualified to do business in any stateis, except where the failure to be so qualifieddo so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, #duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has(iii) has, except aswhere the failure to do so, individually or in the aggregate, could not reasonably be expected to haveresult in a Material Adverse Effect, has all requisite powerorganizational powers and authority to ownall governmental licenses, authorizations, consents and operate its properties,approvals required to carry on its business as now conductedconducted. No Loan Party has any Subsidiaries except those Subsidiaries listed on [Schedule 4.08] and as proposedset forth in any Compliance Certificate provided to be conductedthe Administrative Agent and # has all requisite powerLenders pursuant to [Section 5.01(c)] after the RestatementSixth Amendment Effective Date, which accurately sets forth each such Subsidiary’s complete name and authority to enter intojurisdiction of organization, and if applicable, the Loan Documents to which it isdesignation of such Subsidiary as a party and to carry out the transactions contemplated thereby.Structured Subsidiary or Immaterial Subsidiary.

ParentSECTION # Organization; Powers. The Borrower and each of its Restricted Subsidiaries # isare duly organized andor validly formed, validly existing and in good standing under the laws of the jurisdictions of their organization or formation and have all requisite authority to conduct their respective businesses in each jurisdiction of its organization, # is qualified to do business in any state wherewhich the failure to be so qualified could reasonably be expected to resulthave such authority, individually or in a Material Adverse Effect, # except as could notthe aggregate, would reasonably be expected to have a Material Adverse Effect, has all requisiteEffect. The Borrower and each of its Restricted Subsidiaries have full power and authority to own and operate its properties, to carry on itstheir business as now conducted and as proposed to be conducted and # has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.conducted.