That, except as expressly provided in opinion paragraphs (1) and (2) below with respect to the Nevada Guarantors, each of the parties to the Loan Documents: (i) is duly organized, validly existing and in good standing or its status is active, as applicable, in its state of incorporation, formation or organization, as applicable, and is duly qualified to transact business in each jurisdiction in which it is required to so qualify, and (ii) has all the legal capacity, power and authority required for it to enter into and deliver the Loan Documents to which it is a party, and to pay or perform its respective obligations thereunder.