Organization; Good Standing. Each Issuer Party has been duly incorporated or organized and is validly existing as a corporation or a limited liability company, as the case may be, in good standing in its respective jurisdiction of incorporation or organization, and has the corporate authority and power to # enter into this Agreement and effect the transactions contemplated hereby and # own its properties and to carry on its business as now being conducted.

Organization and Good Standing; Power and Authority. Each Issuer and Guarantor has been duly incorporated or formed, as applicable, is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has the corporate or limited liability company power, as applicable, and to enter into and perform its obligations under each of the Transaction Documents to which it is a party.