Incorporation; Good Standing. Borrower is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. Borrower # has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, and # is in good standing and is duly authorized to do business in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect.

Incorporation;Organization and Good Standing. The Borrower is a Delaware limited partnershiphas been duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State,organized, and is validly existing andas a limited liability company in good standing under the laws of Delaware. Borrower # hasthe State of Delaware, with all requisite power and authority to own or lease its propertyproperties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now conductedhas all necessary power, authority and as presently contemplated,legal right to acquire, own, sell and # is in good standingpledge the Receivables and is duly authorized to do business in eachthe other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect.Collateral.