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 state or jurisdiction of its organization or formation, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, 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 and is in good standing in each jurisdiction in which 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 in good standing would not reasonably be expected to have a Material Adverse Effect.

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 state or jurisdiction of its organization, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and # is duly qualified to do business and is in good standing in each jurisdiction in which 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 in good standing could reasonably be expected to have a Material Adverse Effect.

Each Loan Party # 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.

Each Loan Party # is duly organized or formed, validly existing and in good standing (if applicable in such jurisdiction) 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 (if applicable in such jurisdiction) 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.

Section # Organization and Qualification. Each Loan Party is duly organized, validly existing, and in good standing as a corporation, limited liability company, or partnership, as applicable, under the laws of the jurisdiction in which it is organized, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse Effect.

Each Loan Party # is duly organized and existing and, 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 own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Existence, Qualification and Power; Compliance with Laws. Each Loan Party # is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction[[Borrower:Organization]], and in good standing under the Laws of the jurisdiction of its incorporation or organization, except, in the case of any Loan Party that is not the Borrower, where the failure of such Loan Party to be in good standing could not reasonably be expected to have a Material Adverse Effect, # has all requisite power and authority 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, # (to the extent applicable in the relevant jurisdiction[[Borrower:Organization]] 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, # is in compliance with all Laws, orders, writs, injunctions and orders and # has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b[[Borrower:Organization]](i[[Borrower:Organization]], (c[[Borrower:Organization]], (d[[Borrower:Organization]] or (e[[Borrower:Organization]], to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Each Loan Party # is duly organized or formed and existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its organization or formation, # 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, # has all requisite power and authority to own and operate its properties, and to carry on the business of the Loan Parties, taken as a whole, as now conducted and as proposed to be conducted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and # has all requisite power and authority to enter into this Amendment and the other Loan Documents to which it is a party and to carry out the Amendment No. 1 Transactions contemplated thereby;

. The Borrower and each Subsidiary Loan Party # is duly organized, and validly existing in the jurisdiction of its incorporation, organization or formation, # has all requisite power and authority to own its property and assets and to carry on its business as now conducted, # is in good standing (to the extent that such concept is applicable in the relevant jurisdiction) and qualified to do business in each jurisdiction (including its jurisdiction of incorporation, organization or formation) where such qualification is required, except where the failure, individually or in the aggregate, to so qualify or to be in good standing could not reasonably be expected to have a Material Adverse Effect and # has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder.

Each Loan Party # is duly organized or formed, validly existing and in good standing (if applicable in such Loan Party’s jurisdiction of incorporation or organization) under the Laws of the jurisdiction of its incorporation or organization and # has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment and each other Loan Document;

Existence, Qualification and Power; Compliance with Laws. Each Loan Party # is a corporation, partnership or limited liability company 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 governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, # 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, and # is in compliance with all Laws, except in each case referred to in clause (b) (in respect of governmental licenses, authorizations, consents and approvals to own its assets and/or carry on its business), clause (c) or this clause (d), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.