Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, except, solely in the case of a Subsidiary that is not a Loan Party, to the extent that the failure of such Subsidiary to be duly organized or formed and in good standing would not reasonably be expected to have a Material Adverse Effect, # 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 so would not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Seller # is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, # 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 this Agreement and to carry out the transactions contemplated thereby and # is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except

Existence, Qualification and Power. [[Prologis:Organization]] # is duly organized or formed, validly existing and in good standing under the Laws 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 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) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. [[Prologis:Organization]] hereby represents and warrants that General Partner # is duly organized or formed, validly existing and to the extent applicable, in good standing under the Laws of the jurisdiction of its incorporation, # 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 # 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; except in each case referred to in [clause (b) or (c) above], to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. The Seller # is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, # 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 this Agreement and to carry out the transactions contemplated thereby and # is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a material adverse effect on the Purchaser.

. Each Loan Party and each of its Subsidiaries # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws 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 consummate the Transaction, 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 so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each of its Restricted Subsidiaries # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, # has all requisite power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party, # has all requisite governmental licenses, authorizations, consents and approvals necessary to own or lease its assets and carry on its business 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 (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws 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 so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof # is duly organized or formed, validly existing and, as applicable, in good standing under the Laws 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 so could not reasonably be expected to have a Material Adverse Effect.

Existence, Qualification and Power. Each Loan Party and each Restricted Subsidiary thereof # is a corporation, limited liability company, partnership or limited partnership, duly incorporated, organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation, organization, or formation # has all requisite power and authority and all requisite governmental licenses, permits, 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, where 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 so would not reasonably be expected to have a Material Adverse Effect. [Schedule 5.01] annexed hereto sets forth, as of the Restatement Effective Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization, and its federal employer identification number.

Existence, Qualification and Power. Each of the Borrower and its Subsidiaries # is duly organized or formed, validly existing and in good standing under the Laws 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 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 the Closing Date Acquisition Agreement, and # 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; except in each case referred to in clause (a) with respect to Subsidiaries other than a Material Subsidiary, and [clause (b)](i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. The Borrower is not an EEA Financial Institution.