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.

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.

Section # Organization; Powers. The 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 failures to do so, in the aggregate, would 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.

Existence; Compliance with Law. The Borrower # is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; # is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified (except where the failure to be so qualified and in good standing would not have a Material Adverse Effect); # has the requisite power and authority and the legal right to own, pledge, mortgage, operate and convey all of its properties, to lease the property it operates under lease, and to conduct its business as now or proposed to be conducted, and to execute and deliver this Agreement and the Related Documents to which it is a party and to perform the transactions contemplated hereby and thereby; # has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct (except where the failure to have such licenses, permits, consents or approvals or make such filings or give such notices would not have a Material Adverse Effect); # is in compliance with its certificate of incorporation and bylaws and other organizational documents; and # is in compliance with all applicable provisions of law (except where the failure to be in compliance would not have a Material Adverse Effect).

Good Standing/Ownership. Borrower is duly organized, validly existing and in good standing under the laws of the State of its charter or organization as provided in the caption of this Agreement and any other state or jurisdiction in which it regularly does business and has the requisite corporate, company or partnership power and authority, as applicable, to own its property and to carry on its business in each jurisdiction in which it regularly does business;