Each of MPI, Columbia and NFM was duly organized and is validly existing under the laws of the jurisdictions in which it was formed.  Each of MPI, Columbia and NFM is qualified to do business and is in good standing in the jurisdiction of its formation, has full power and authority to consummate the transactions contemplated hereby, and has filed all documents and registrations, including tradename registrations, required by law for it to conduct its business.  Each of MPI, Columbia and NFM is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification.  The execution and delivery of this Agreement and the other Loan Documents by MPI, Columbia and NFM, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action of MPI, Columbia and NFM, and each of their respective officers, directors, managers, shareholders, members or partners, as applicable.  Each of the agreements, certificates, documents and instruments delivered to WWSAF pursuant to this Agreement or in connection with WWSAF's due diligence is true, correct and complete.