Organization and Good Standing. Such Borrower # is duly organized, formed or incorporated, as applicable, validly existing and in good standing under the laws of its jurisdiction of organization, formation or incorporation, as applicable; # has the requisite power and authority to own its properties and assets and to carry on its business as now conducted, and # is qualified to do business in each jurisdiction where the nature of the business conducted or USActive 51532649.853699586.5

. Borrower: # is duly organized, validly existing, and in good standing, under the laws of the jurisdiction in which it is formed; # is duly qualified, authorized to do business, and in good standing, in every jurisdiction (other than the jurisdiction of its formation) in which it must be qualified; and # has the power and authority to own its assets, and to transact its present and proposed business.

and Authority. Each Borrower # is duly organized, validly existing, and in good standing under the Laws of its Organization State and, if the Property State is not the Organization State, is qualified to transact business and is in good standing under the Laws of the State in which it owns Property; # has all necessary approvals, governmental and otherwise, and full power and authority to own its respective Property and carry on its business.

. Borrower # is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, # has all requisite power and authority to carry on its business as now conducted and, # except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION # Organization; Powers. Each Borrower # is duly organized, validly existing and in good standing under the laws of the jurisdiction of its 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 qualified to do business in, and is licensed and in good standing under the laws of, every jurisdiction where such qualification is required; 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 Good Standing. Each Borrower is duly organized and validly existing in good standing under the laws of the state identified on [Exhibit H] attached hereto and made part hereof and has the power and authority to engage in the business it conducts and is qualified and in good standing in those states wherein the nature of business or property owned by it requires such qualification, is not required to be qualified in any other state; or if not so qualified, no adverse effect would result therefrom. The organizational number assigned to each Borrower by the state of its organization is set forth on [Exhibit H] attached hereto and made part hereof.

Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its incorporation, with powers adequate to own its properties, and to carry on its business as presently conducted by it.

Organization; Requisite Power and Authority. The Borrower # is duly organized or formed, validly existing and in good standing under the laws of the State of its organization, # 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 this Amendment, and to carry out the transactions contemplated thereby and fulfill its obligations thereunder and # is qualified to do business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect on the Borrower.

Good Standing. Borrower represents and warrants that it is a sole proprietor or entity # duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, # duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and # has the power and authority to own each of its assets and to use them as contemplated now or in the future.

9.1Organization, Good Standing, etc. Borrower: # is duly organized, validly existing, and in good standing under the laws of its state of incorporation; # qualifies as a cooperative association under the laws of its state of incorporation; # is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and # has all authority and all requisite corporate and legal power to own and operate its assets and to carry on its business, and to enter into and perform the Loan Documents to which it is a party. Each Subsidiary: # is duly organized, validly existing, and in good standing under the laws of its state of incorporation; # is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and # has all authority and all requisite corporate and legal power to own and operate its assets and to carry on its business.