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 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 requisite governmental licenses, authorizations, consents and approvals 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, and # 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; 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 and 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 requisite governmental licenses, authorizations, consents and approvals 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 and # 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; except in each case referred to in [subsection (a)(i)] (other than with respect to the Borrower), (a)(ii), (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 a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or 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.

Each Loan Party and each of its Subsidiaries (a) (i) is a corporation, partnership or limited liability company validly organized and existing and in good standing under the Laws of the jurisdiction of its organization; and # is duly qualified to do business and is in good standing as a foreign corporation or partnership in each jurisdiction where the nature of its business requires such qualification, except where the failure to be so qualified, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and # has full power and authority and holds all requisite permits, licenses, authorizations, approvals, entitlements and accreditations, from Governmental Authorities or otherwise, to # enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party and; # own and hold under lease its property and to conduct its business substantially as currently conducted by it, except in the case of this clause (b)(ii), where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

. 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 and each Subsidiary of each Loan Party # is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, # has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, # is duly licensed or qualified and in good standing, or, solely with respect to [[Borrower:Organization]], LLC, application for qualification has been made therefor and such qualifications shall have been received no later than the date that is sixty (60) Business Days following the First Amendment Closing Date, in each jurisdiction listed on [Schedule 6.1.1] and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, # has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, # is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in [Section 6.1.14] [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently doing business except where the failure to do so would not constitute a Material Adverse Change, and # has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

. 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 consummate the Transaction, 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, 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 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, except, solely in the case of a Subsidiary of the Borrower that is not a Loan Party, to the extent that the failure of such Subsidiary to be duly organized or formed and in good standing could not reasonably be expected to have a Material Adverse Effect, # 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.