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 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 # 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 (a) (other than with respect to a Loan Party), (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; Compliance with Laws. Each Loan Party # is a Person # duly organized or formed and validly existing and # in good standing (to the extent such concept has a legally recognized meaning in its jurisdiction of organization) under the Laws of the jurisdiction of its organization, # has all requisite corporate or other organizational 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, # is duly qualified 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, # is in compliance with all applicable Laws 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 (a)(i) (other than as to the Borrower and any Material Subsidiary that is a Loan Party), clause (a)(ii) (other than as to the Borrower) or clauses (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

. 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 consummate the transactions contemplated hereby, 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 clauses (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; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite corporate or other applicable entity power and authority to own its property and assets and to carry on its business as now conducted, except, in each case, where the failure to do so, or so possess, individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party has all requisite organizational power and authority to execute and deliver and perform all its obligations under all Loan Documents to which such Loan Party is a party. Each Loan Party is qualified to do business in, and is in good standing (where such concept exists) in, every jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. [Schedule 3.01] attached hereto sets forth, as of the Closing Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization, 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.

Good Standing. Each Loan Party shall maintain # its existence in its jurisdiction of organization, # its qualification and good standing in each jurisdiction in which it is required to do so and # in force all licenses, approvals and agreements necessary for the conduct of its business as currently conducted, in each case of clauses (ii) and (iii) under this Section 6.1, except as would not reasonably be expected to have a Material Adverse Effect.

. 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 clauses (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; Compliance with Laws. Each Loan Party # 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 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, # 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)(i), (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.