Existence. Each of the Borrower and its Subsidiaries is duly organized, validly existing, and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification and where a failure to be in good standing and so qualified could reasonably be expected to have a Material Adverse Effect.

Existence.Existence and Standing. Each of the Borrower and itseach Principal Subsidiary is a corporation, partnership (in the case of Principal Subsidiaries isonly) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing,existing and (to the extent thesuch concept is applicable inapplies to such jurisdiction)entity) in good standing under the laws of theits jurisdiction of its incorporation or formationorganization. Each of the Borrower and in good standing and qualifiedeach Principal Subsidiary has all requisite authority to doconduct its business in each jurisdiction where its ownership or lease of property or conduct ofin which its business requires such qualification andis conducted other than where athe failure to be in good standing and so qualified couldauthorized would not reasonably be expected to have a Material Adverse Effect.

Existence. Each of theThe Borrower and its Subsidiarieseach Principal Subsidiary # is duly organized, validly existing,existing and in good standing (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, # has all requisite power and in good standingauthority to own its property and assets and to carry on its business as now conducted and # is qualified to do business in eachevery jurisdiction where its ownership or lease of property or conduct of its business requires such qualification andis required, except where athe failure so to be in good standing and so qualified could reasonably be expected toqualify would not have a Material Adverse Effect.

Existence. Each of theSECTION # Organization; Powers. The Borrower and its Subsidiarieseach Subsidiary is duly organized, validly existing,existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or formation and in good standing andthe aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualificationin, and where a failure to beis in good standing and so qualified could reasonably be expected to have a Material Adverse Effect.in, every jurisdiction where such qualification is required.

Section #1Entity Existence. Each of the Borrower and its Subsidiaries # is duly incorporated or organized, as the case may be, validly existing, and (to the extent the concept is applicable in such jurisdiction) in good standing under the lawsLaws of the jurisdiction of its incorporation or formationorganization; # has all requisite power and in good standingauthority to own its assets and carry on its business as now being or as proposed to be conducted; and # is qualified to do business in each jurisdiction where its ownership or lease of property or conductall jurisdictions in which the nature of its business requiresmakes such qualification necessary and where a failure to beso qualify could result in good standing and so qualified could reasonably be expected to have a Material Adverse Effect.

Existence. Each of theSection # Existence; Power. The Borrower and each of its Subsidiaries # is duly organized, validly existing,existing and (to the extent the concept is applicable in such jurisdiction) in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its incorporationorganization, # has all requisite corporation, partnership or formationlimited liability company power and in good standingauthority to carry on its business as now conducted, and # is duly qualified to do businessbusiness, and is in good standing, in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification andis required, except where a failure to be in good standing and so qualified could not reasonably be expected to have a Material Adverse Effect.

Existence.SECTION # Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existing,existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or formation and in good standing andthe aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualificationin, and where a failure to beis in good standing and so qualified could reasonably be expected to have a Material Adverse Effect.in, every jurisdiction where such qualification is required of the Borrower or such Subsidiary, as applicable.

Existence.5.1Existence and Standing. Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing,existing and (to the extent thesuch concept is applicable inapplies to such jurisdiction)entity) in good standing under the laws of theits jurisdiction of its incorporation or formationorganization and in good standing and qualifiedhas all requisite authority to doconduct its business in each jurisdiction where its ownership or lease of property or conduct ofin which its business requires such qualification and where ais conducted, except to the extent that failure to be in good standing anddo so qualified could not reasonably be expected to have a Material Adverse Effect. None of the Borrower or any of its Subsidiaries is an Affected Financial Institution or a Covered Party.

Existence.Section # Existence, Qualification and Power; Compliance with Laws. Each of the Borrower and each of its Subsidiaries # is duly organized,incorporated, organized or formed, and validly existing, and (to the extent the concept is applicable in such jurisdiction)existing and, where applicable, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, # has all requisite power and authority to # own or lease its assets and carry on its business as now conducted and # execute, deliver and perform its obligations under the Loan Documents to which it is a party, # is duly qualified and, where applicable, in good standing and qualified to do business inunder the laws of each jurisdiction where its ownershipownership, lease or leaseoperation of propertyproperties or the conduct of its business requires such qualificationqualification, and where a# has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c) or (d), to the extent that failure to bedo so could not, individually or in good standing and so qualified couldthe aggregate, reasonably be expected to have a Material Adverse Effect. Each Borrower and its Subsidiaries are in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and maintains all permits and licenses necessary to conduct its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Existence. EachExcept as otherwise permitted under Section 6.3 or Section 6.4, each Borrower will, and will cause each of the Borrower and its Subsidiaries is duly organized, validly existing,to, at all times preserve and (to the extent the concept is applicablekeep in full force and effect such jurisdiction) inPerson’s valid existence and good standing under the laws of thein its jurisdiction of its incorporation or formation andorganization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing andin all other jurisdictions in which it is qualified to do business in each jurisdiction where its ownershipand any rights, franchises, permits, licenses, accreditations, authorizations, or lease of property or conduct of its business requires such qualification and where a failureother approvals material to be in good standing and so qualified could reasonably be expected to have a Material Adverse Effect.their businesses.