Incorporation; Good Standing. Each of the Borrowers and each of ​’s Consolidated Subsidiaries (other than Immaterial Subsidiaries) # is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, # has all requisite power to own its property and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantially in the manner presently conducted by them, and # is in good standing (or such qualification can be readily obtained without material penalty) in, and is duly authorized to do business in, each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification necessary, except where a failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of ​ and its Consolidated Subsidiaries, taken as a whole.

Corporate Existence and Standing. Each of the Borrowers​ and each of ​’s Consolidatedits Subsidiaries (other than Immaterial Subsidiaries) # is a corporation, partnership, limited liability company or other organization duly incorporated or organized, validly existing and in good standing (to the extent such concept is applicable to such entity) under the Lawslaws of its respective jurisdiction of organization, #incorporation or organization and has all requisite powerauthority to own its property and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantially in the manner presently conducted by them, and # is in good standing (or such qualification can be readily obtained without material penalty) in, and is duly authorized to do business in, each jurisdiction in which its property or business as presentlyis conducted or contemplated makes such qualification necessary, exceptand where athe failure to be so qualifiedin good standing or authorized to conduct business would not have a material adverse effect on the business, assets or financial condition of ​ and its Consolidated Subsidiaries, taken as a whole.Material Adverse Effect.

Existence. Each of the BorrowersBorrower and each of ​’s Consolidatedits Subsidiaries (other than Immaterial Subsidiaries) # is duly organized, validly existingexisting, and (to the extent the concept is applicable in such jurisdiction) in good standing under the Lawslaws of the jurisdiction of its respective jurisdiction of organization, # has all requisite power to own its propertyincorporation or formation and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantially in the manner presently conducted by them, and # is in good standing (or such qualification can be readily obtained without material penalty) in, and is duly authorizedqualified to do business in,in each jurisdiction in whichwhere its ownership or lease of property or conduct of its business as presently conducted or contemplated makesrequires such qualification necessary, exceptand where a failure to be in good standing and so qualified would notcould reasonably be expected to have a material adverse effect on the business, assets or financial condition of ​ and its Consolidated Subsidiaries, taken as a whole.Material Adverse Effect.

SECTION # Organization; Powers. Each of the BorrowersBorrower and each of ​’s Consolidatedits Significant Subsidiaries (other than Immaterial Subsidiaries) # is duly organized, validly existing and in good standing under the Lawslaws of its respectivethe jurisdiction of its organization, # has all requisite power and authority to owncarry on its property and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantially in the manner presentlynow conducted by them, and # is qualified to do business in, and is in good standing (orin, every jurisdiction where such qualification can be readily obtained without material penalty) in, and is duly authorized to do business in, each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification necessary,required, except where athe failure to be so qualifiedcomply with [clauses [(a) through (c)]] would not havereasonably be expected to result in a material adverse effect on the business, assets or financial condition of ​ and its Consolidated Subsidiaries, taken as a whole.Material Adverse Effect.

SECTION # Good Standing.Standing of the Borrower, Holdings and its Subsidiaries. Each of the BorrowersBorrower, Holdings and each of ​’s Consolidated Subsidiaries (other than Immaterial Subsidiaries) #its subsidiaries has been duly incorporated or formed, as the case may be, is duly organized, validly existing andas a corporation, limited liability company or limited partnership, as the case may be, in good standing under the Lawslaws of its respective jurisdiction of organization, #incorporation or organization and has all requisite power to ownthe corporate power, or its property and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantiallyequivalent in the manner presently conducted by them,case of a limited partnership or limited liability company, and #authority to carry on its business as described in the Public Filings, to own, lease and operate its properties and to enter into and perform its obligations under this Agreement and the other Loan Documents; and each is duly qualified and is in good standing (or such qualification can be readily obtained without material penalty) in, and is dulyas a foreign corporation, limited liability company or limited partnership, as the case may be, authorized to do business in,in each jurisdiction in which the nature of its business or its ownership or leasing of property or business as presently conducted or contemplated makesrequires such qualification necessary,qualification, except where athe failure to be so qualified would not have a material adverse effect on the business, assets orprospects, financial condition or results of ​operations of Holdings and its Consolidated Subsidiaries,subsidiaries, taken as a whole.whole, or their ability to perform their respective obligations under this Agreement (a “Material Adverse Effect”).

SECTION # Organization; Powers. Each of the BorrowersBorrower and each of ​’s Consolidatedits Subsidiaries (other than Immaterial Subsidiaries) # is duly organized, validly existing and in good standing under the Lawslaws of the jurisdiction of its respective jurisdiction of organization, # has all requisite power and authority to owncarry on its property and conduct its material business operations so thatas now conducted and, except where the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantiallyfailure to do so, individually or in the manner presently conducted by them,aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and # is in good standing (orin, every jurisdiction where such qualification can be readily obtained without material penalty) in, and is duly authorized to do business in, each jurisdiction in which its propertyrequired of the Borrower or businesssuch Subsidiary, as presently conducted or contemplated makes such qualification necessary, except where a failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of ​ and its Consolidated Subsidiaries, taken as a whole.applicable.