Organization and Standing. The Company is duly formed, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite power and authority to own, license and operate its properties, to carry on its business as now conducted and as proposed to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

Organization and Good Standing. The CompanyIt is duly formed,a validly existing andcorporation in good standing under the laws of the stateState of Delaware. The CompanyDelaware and has all requisitefull power and authority to own, licenseown its properties and operate its properties, to carry onconduct its business as now conducted and as proposed to be conductedpresently owned or conducted, and to executeexecute, deliver and deliver this Agreement and to perform its obligations hereunder and thereunder.under this Agreement.

Organization and Standing. The Company is a corporation duly formed,organized, validly existing and in good standing under the laws of the stateState of Delaware. The Company has all requisite corporate power and authority to own, license and operate its properties, to carry on its business as now conducted and as proposed to be conducted and to execute and deliverout the transactions contemplated by this Agreement and to perform its obligations hereunder and thereunder.Agreement.

Organization and Standing.Organization. The Company is duly formed,a corporation validly existing and in good standing under the laws of the stateState of Delaware. The CompanyDelaware and has all requisite power and authority and possesses all necessary governmental approvals necessary to own, licenselease and operate its properties, to carry on its business as now conducted and as proposed to be conducted andbeing conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to performconsummate the transactions contemplated hereby and thereby. Company is duly qualified to do business and is in good standing in all jurisdictions in which its obligations hereunderownership of property or the character of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have an Adverse Effect. Certified copies of the Certificate of Incorporation of Company, as amended to date, each as currently in effect, have been made available to the Buyer, are complete and thereunder.correct, and no amendments have been made thereto or have been authorized since the date thereof. Company is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.

Organization and Standing. The Company is a corporation duly formed, validlyorganized, existing and in good standing under the laws of the stateState of Delaware. The CompanyDelaware and has all requisitethe corporate power to conduct the business which it conducts and authorityproposes to own, license and operate its properties, to carry on its business as now conducted and as proposed to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.conduct.

Organization and Standing.of the Company. The Company ishas been duly formed,organized and is validly existing and in good standing underwith the laws of the state of Delaware. The Company has all requisite corporate power and authority to own, licensetransact the business in which it is now engaged. The Company is duly qualified to do business and operateis in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. The Company possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to carry on itsentitle it to transact the business asin which it is now conducted and as proposed to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.engaged.

Good Standing. The Company ishas been duly formed,organized and is validly existing as a corporation and is in good standing under the laws of the stateState of Delaware. The Company has all requisite powerDelaware as of the date hereof, and authorityis duly qualified to own, licensedo business and operateis in good standing in each other jurisdiction in which its properties,ownership or lease of property or the conduct of business requires such qualification, except where the failure to carry on its business as now conducted and as proposedqualify, singularly or in the aggregate, would not have or reasonably be expected to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.result in a Material Adverse Change.

OrganizationIncorporation and Standing.Good Standing of the Company. The Company ishas been duly formed,incorporated and is validly existing andas a corporation in good standing under the laws of the state of Delaware. The CompanyDelaware and has all requisitecorporate power and authority necessary to own, licenselease and operate its properties,properties and to carry onconduct its business as nowit is currently being conducted and as proposed to be conducteddescribed in the Registration Statement and the Prospectus and to executeenter into and deliver this Agreement and to perform its obligations hereunderunder this Agreement, and thereunder.to carry out all the terms and provisions hereof and thereof to be carried out by it. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Good Standing of the Company. The Company is a corporation duly formed,incorporated, validly existing and in good standing under the laws of the stateState of Delaware. The CompanyDelaware and has all requisite corporate power and authority to own, licenseoperate and operatelease its properties,properties and assets and to carry on its businesses in the same manner as such businesses are now being conducted. The Company is not qualified as a foreign corporation to do business as now conductedin any other jurisdiction and as proposedis not required to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.so qualified.