Each of Kindred and Guarantor (collectively, the “ Kindred Companies ”) was duly organized and is validly existing as a Delaware                                          or corporation, respectively. Kindred is in good standing in the State of                                          and each of the Kindred Companies is qualified to do business and is in good standing in each of the states in which it owns property or does business. Kindred has full power and authority and possesses all material governmental approvals necessary to enable it to own, license, possess, lease or otherwise hold its properties and assets and to carry on the Business and to operate the Facility as presently conducted.