Each Borrower and Operating Lessee has been duly organized and is validly existing and in good standing with requisite power and authority to own its interest in and/or operate the related Individual Property and to transact the businesses in which it is now engaged. Each Individual Borrower and Operating Lessee is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Each Individual Borrower and Operating Lessee possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its interest in the applicable Individual Property and to transact the businesses in which it is now engaged, and the sole business of such Individual Borrower and Operating Lessee is the ownership of its interest in, management and operation of the related Individual Property. The direct and indirect ownership interests in each Individual Borrower and Operating Lessee are as set forth on the organizational chart attached hereto as Schedule V . Each Individual Borrower and Operating Lessee (a) has complied in all respects with its certificate of incorporation, bylaws, limited partnership agreement, articles of organization and limited liability company operating agreement, as applicable; (b) has maintained complete books and records and bank accounts separate from those of its Affiliates; (c) has obeyed all formalities required to maintain its status as, and at all times has held itself out to the public as, a legal entity separate and distinct from any other entity (including, but not limited to, any Affiliate thereof); and (d) has all requisite power and authority to conduct its business and to own its interest in the applicable property, as now conducted or owned, and as contemplated by this Agreement, including, without limitation, the power and authority to do business in the State. Its signatory hereto has all necessary power, authority and legal right to execute this Agreement, the Notes and the other Loan Documents on behalf of such Individual Borrower or Operating Lessee.