Each of Borrower and Senior Borrower is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and Senior Borrower is duly qualified and in good standing in the jurisdiction in which the Property is located, and each of Borrower and each Senior Borrower is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, and Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged. Each of Borrower and each Senior Borrower is a Special Purpose Bankruptcy Remote Entity.