Organization; Good Standing. The Investor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite corporate power and corporate authority to enter into this Agreement, to purchase the Purchased Shares and to perform its obligations under and to carry out the other transactions contemplated by this Agreement.

Good Standing Certificate. Copies of certificates of good standing, existence or the like of a recent date for each of the Credit Parties from the appropriate Governmental Authority of its jurisdiction of formation or organization.

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.

Incorporation; Good Standing. Parent Borrower is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of the State of Delaware. Parent Guarantor is a Maryland corporation duly incorporated pursuant to its articles of incorporation filed with the Maryland Secretary of State, and is validly existing and in good standing under the laws of the State of Maryland. Each of Parent Borrower and each Guarantor # has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, except where the failure to be so qualified would not be reasonably likely to have a Material Adverse Effect and # is in good standing in its jurisdiction of organization or formation and in each other jurisdiction where a failure to be so qualified in such other jurisdiction would be reasonably likely to have a Material Adverse Effect.

LSLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; each of LSLP and Holdings has all requisite partnership or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of LSLP and Holdings is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate owned by it is located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effect.

Good Standing Certificate. A certified copy of a good standing certificate from the jurisdiction of organization of each Seller Party and Guarantor, dated as of no earlier than the date ten (10) Business Days prior to the Effective Date;

Good Standing Certificate. A certificate of good standing (or, to the extent available, other equivalent certificate in any applicable Relevant Jurisdiction), including, to the extent customary in the applicable Relevant Jurisdiction, verification of tax status, of the BVI Borrower and [[Quench USA Borrower:Organization]] Borrower from the appropriate Governmental Authority of the applicable Relevant Jurisdiction in which each of BVI Borrower and [[Quench USA Borrower:Organization]] Borrower is incorporated, formed or otherwise organized, dated as of a date no earlier than thirty (30) days prior to the Fourth Amendment Date;

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.

Existence and Good Standing. Each Acquired Company is duly formed, validly existing and in good standing (or equivalent status) under the Laws of its respective jurisdiction of formation or organization. Each Acquired Company is duly authorized, qualified or licensed to do business and conduct its operations in its respective jurisdiction of formation or organization, and is duly authorized, qualified or licensed to do business and conduct its operations as a foreign entity and is in good standing in each of the jurisdictions set forth on [Schedule 5.1] of the Sellers’ Disclosure Letter and no Acquired Company is required to be authorized, qualified or licensed to do business and conduct its operations as a foreign entity in any other jurisdiction except where failure to be so authorized, qualified or be licensed would not reasonably be expected to result in a Material Adverse Effect. The Sellers have delivered to the Buyer true, correct and complete copies of the organizational and constitutional documents of each Acquired Company, each as currently in effect and reflecting any and all amendments thereto through the Closing Date. Such organizational and constitutional documents are in full force and effect and none of the Acquired Companies is in violation of any provision thereof.

Organization, Good Standing, Etc. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its formation, and has the limited liability company power and authority to own, lease and operate its Assets and to carry on its business as now being conducted.