Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized,organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc.Organization; Power. Each Loan Party # is a corporation, limited liability companyduly organized or limited partnership duly organized,incorporated, validly existing andand, to the extent such concept is applicable in the corresponding jurisdiction, in good standing under the laws of the jurisdiction of its organization,organization or incorporation and # has all requisite organizational or constitutional power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment and perform its obligations under this Amendment, the Credit Agreement as amended by this Amendment, and the other Loan Documents to consummatewhich it is a party, except, in the transactions contemplated herebycase of clauses (i) and by the Financing Agreement, as amended hereby, and # is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii))(ii), where the failure to be so qualified and bedo so, individually or in good standing couldthe aggregate, would not reasonably be expected to haveresult in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability companyduly organized or limited partnership duly organized,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 conduct# own or lease its assets and carry on its business as now conducted and as presently contemplated,# execute, deliver and perform its obligations under the Loan Documents to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby,which it is a party, and # is duly qualified to do business in, and is licensed and, as applicable, in good standing inunder the Laws of each jurisdiction where its ownership, lease or operation of properties or the character of the properties owned or leased by it or in which the transactionconduct of its business makesrequires such qualification necessaryor license; except (solely forin each case referred to in clause (b)(i) or (c), to the purposes of this subclause (iii)) where theextent that failure to bedo so qualified and be in good standing couldwould not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, partnership or limited liability company duly and properly incorporated or limited partnership duly organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of theits jurisdiction of itsincorporation or organization, # has all requisite power and authority to conductcarry on its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business in, and is in good standing in eachin, every jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.is required.

Organization, Good Standing, Etc.Section # Organization and Qualification. Each Loan Party # is duly organized, validly existing, and in good standing as a corporation, limited liability companycompany, or limited partnership duly organized, validly existing and in good standingpartnership, as applicable, under the laws of the jurisdiction ofin which it is organized, has full and adequate power to own its organization, # has all requisite powerProperty and authority to conduct its business as now conductedconducted, and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly licensed or qualified to do business in, and is in good standing in each jurisdiction wherein which the characternature of the propertiesbusiness conducted by it or the nature of the Property owned or leased by it requires such licensing or in which the transaction of its business makes such qualification necessaryqualifying, except (solely for the purposes of this subclause (iii)) where the failure to bedo so qualified and be in good standing couldwould not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc.. Each Loan Party and each Significant Subsidiary thereof # is a corporation, limited liability companyduly organized or limited partnership duly organized,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 to conduct# own or lease its assets and carry on its business as now conducted and as presently contemplated,# execute, deliver and perform its obligations under the Loan Documents to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby,which it is a party, and # is duly qualified to do business in, and is licensed and, as applicable, in good standing inunder the Laws of each jurisdiction where its ownership, lease or operation of properties or the character of the properties owned or leased by it or in which the transactionconduct of its business makesrequires such qualification necessaryor license; except (solely forin each case referred to in clause (a) (other than with respect to the purposes of this subclause (iii)) whereBorrowers), (b)(i) or (c), to the extent that failure to bedo so qualified and be in good standing couldwould not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized, validlyorganized and existing andand, 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 conductown and operate its properties, to carry on its business as now conducted and as presently contemplated,proposed to be conducted, to enter into the Loan Documents to which it is a party and to execute and deliver this Amendment, and to consummatecarry out the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.thereby.

Organization, Good Standing, Etc.Existence, Qualification and Power; Compliance with Laws. Each Loan Party # is a corporation, limited liability companyduly organized or limited partnership duly organized,formed, validly existing 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, # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to conduct# own or lease its assets 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 presently contemplated,# execute, deliver and to executeperform its obligations under the Loan Documents and deliver this Amendment, and to consummate the transactionseach other agreement or instrument contemplated hereby and by the Financing Agreement, as amended hereby, andor thereby to which it is a party, # is duly qualified to do business in, and is licensed and in good standing inunder the Laws of each jurisdiction where its ownership, lease or operation of properties or the character of the properties owned or leased by it or in which the transactionconduct of its business makesrequires such qualification necessaryor license, and # is in compliance with all Laws (including the Act); except (solely forin each case referred to in clause (b)(i), (c) or (d), to the purposes of this subclause (iii)) where theextent that failure to bedo so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing, Etc.. Each Loan Party and each of its Subsidiaries # is a corporation, limited liability companyduly organized or limited partnership duly organized,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 conduct# own or lease its assets and carry on its business as now conducted and as presently contemplated,# execute, deliver and perform its obligations under the Loan Documents to executewhich it is a party and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby,Loan Documents, and # is duly qualified to do business in, and is licensed and, as applicable, in good standing inunder the Laws of each jurisdiction where its ownership, lease or operation of properties or the character of the properties owned or leased by it or in which the transactionconduct of its business makesrequires such qualification necessaryor license; except in each case referred to in clause (a) (solely forwith respect to any Person that is not a Loan Party) or clause (b)(i) or (c), to the purposes of this subclause (iii)) where theextent that failure to bedo so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.