Common use of Organization and Powers Clause in Contracts

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified and qualified to do business in Schedule 5.1 annexed heretoall states where such qualification is required except where failure to be so qualified could not be reasonably expected to have a Material Adverse Effect. Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, conducted and to enter into the each Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated therebyDocument.

Organization and Powers. Each of the Loan Party Parties is a corporation company, duly organizedorganized (or incorporated), validly existing and and, where applicable, in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoformation. Each of the Loan Party Parties has all requisite corporate organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Borrowers, to issue the Notes.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation or partnership duly organized, validly existing and and, to the extent applicable, in good standing under the laws of its jurisdiction of incorporation or organization as specified in Schedule 5.1 annexed heretohereto except to the extent that the failure to be in good standing has not had and will not have a Material Adverse Effect. Each Loan Party has all requisite corporate or partnership power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby. Company has all requisite corporate power and authority to issue and pay the Notes.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 4.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby. Each Loan Party is in compliance with all material terms of its Organizational Documents.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation company, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoformation. Each of the Loan Party Parties has all requisite corporate organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Borrowers, to issue the Notes.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 annexed hereto5.4(A)). Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated therebyhereby.

Organization and Powers. Each Loan Party is a corporation legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoformation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements the Material Contracts to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule SCHEDULE 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly corporation, partnership or limited liability company organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate corporate, partnership or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified and qualified to do business in all states where such qualification is required, which jurisdictions are listed on Schedule 5.1 annexed hereto4.1(A). Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, conducted and to enter into the each Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated therebyDocument.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 SCHEDULE 4.1D annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party party, to consummate the IPO and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each ------------ Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 4.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing organized and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conductedconducted (except, in each case, where a lack of such corporate power and authority could not be expected to have, individually or in the aggregate, a Material Adverse Effect), to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly ----------------------- organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby. Company has all requisite corporate power and authority to issue and pay the Notes.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each ------------ Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 annexed hereto5.4(A)). Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and each Related Agreements Transactions Document to which it is a party and to carry out the transactions contemplated therebyRelated Transactions.

Organization and Powers. Each Loan Party is a corporation corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation as specified in Schedule 5.1 annexed heretohereto as said Schedule 5.1 may be supplemented from time to time pursuant to the provisions of subsection 6.1 (xvi). Each Loan Party has all requisite corporate or other power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation company, duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoformation. Each of the Loan Party Parties has all requisite corporate organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Borrowers, to issue the Notes.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in on Schedule 5.1 annexed hereto5.1A of the Company Disclosure Letter. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 SCHEDULE 5.1A annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified and qualified to do business in Schedule 5.1 annexed heretoall jurisdictions where such qualification is required. Each of the Loan Party Parties has (and had at all relevant times) all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, conducted and to enter into the each Loan Documents Document and Related Agreements other Transaction Document to which it such Loan Party is a party and to carry out the transactions contemplated therebysignatory.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and and, except as provided in Schedule 5.1A, in good ------------- standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated therebyhereby and thereby and, in the case of Company, to issue and pay the Notes.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 4.1A annexed hereto. Each such Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 5.1A annexed hereto. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party Company has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 4.1 annexed heretohereto as it may be supplemented pursuant to subsection 5.1(xvi). Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the AXEL Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which the Merger Agreement if it is a party thereto and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly ----------------------- organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 annexed hereto5.4(A)). Each Loan Party Borrower, the Company and each of their respective Subsidiaries has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and each Related Agreements Transactions Document to which it is a party and to carry out the transactions contemplated therebyRelated Transactions.

Organization and Powers. Each Loan Party is a corporation corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule SCHEDULE 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto(which jurisdiction is set forth on SCHEDULE 4.1(A)). Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated therebytherein.

Organization and Powers. Each Loan Party is a corporation corporation, partnership or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be, as specified in Schedule 5.1 5.1A ------------- annexed hereto. Each Loan Party has all requisite corporate or other power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed 4.1A hereto. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements Project Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform its obligations under the Loan Documents and Related Agreements to which it is a party and Documents, to carry out the transactions contemplated therebythereby and to issue and pay the Notes, in each case to the extent it is a party thereto.

Organization and Powers. Each of the Loan Party Parties is a corporation ----------------------- duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified and qualified to do business in Schedule 5.1 annexed heretoall jurisdictions where such qualification is required. Each of the Loan Party Parties has (and had at all relevant times) all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, conducted and to enter into the each Loan Documents Document and Related Agreements other Transaction Document to which it such Loan Party is a party and to carry out the transactions contemplated therebysignatory.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 SCHEDULE 5.1A annexed hereto. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as specified in Schedule 5.1 annexed heretonow conducted and proposed to be conducted. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the this Agreement, each other Loan Documents and Related Agreements Document to which it is a party party, and to carry out the transactions contemplated hereby and thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power corporate, limited liability company or partnership power, as applicable, and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in on Schedule 5.1 annexed hereto5.1A of the Company Disclosure Letter. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed heretohereto as said Schedule 5.1 may be supplemented from time to time pursuant to the provisions of subsection 6.1(xv). Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 4.1D annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby. Newco has the requisite power and authority to consummate the Acquisition.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule SCHEDULE 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 4.1 annexed heretohereto as it may be supplemented pursuant to subsection 5.1(xvi). Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the AXEL Loan Documents and Documents, the Related Agreements and the Anagram Acquisition Agreement to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoorganization. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties ----------------------- is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 annexed hereto5.4(A)). Each of ---------------- the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, conducted and to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated therebyparty.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule SCHEDULE 5.1 annexed hereto, except where failure to be in good standing has not had and could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 1.1 annexed hereto). Each of the Loan Party Parties has all requisite ------------ corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Company, to issue the Notes to be issued by it.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 5.1A annexed hereto. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements Project Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation as specified in Schedule 5.1 annexed hereto. Each Loan Party hereto and has all requisite corporate or other power and authority to own and operate its properties, properties and to carry on its business as now conducted and as proposed to be conducted, . Each Loan Party has all requisite corporate or other power and authority to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 4.1D annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule SCHEDULE 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business substantially as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, limited liability company or trust, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 SCHEDULE 4.1(D) annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Related Agreements Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation corporation, partnership, limited liability company or trust, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 4.1(d) annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 1.1 annexed hereto). Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Company, to issue the Notes to be issued by it.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Borrowers, to issue the Notes.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 annexed hereto4.1(A)). Each of the Loan Parties is duly formed and validly existing under the laws of its state of formation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated therebyby the Loan Documents to which it is a party.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 SCHEDULE 5.1A annexed hereto. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements Project Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 annexed hereto. 5.4 (A)) , Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and each Related Agreements Transactions Document to which it is a party and to carry out the transactions contemplated therebyRelated Transactions.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Loan Party Borrower has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation an organization duly organized, validly existing and and, except as set forth on Schedule 5.1A, in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoorganization. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Term Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated therebyhereby and thereby and, in the case of Company, to issue and pay the Notes.

Organization and Powers. Each Loan Party is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as specified in Schedule 5.1 annexed hereto, except for Loan Parties that cease to be in good standing to the extent permitted by Section 6.2. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoincorporation. Each Subject to compliance with any applicable provisions of the Bankruptcy Code, each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated therebythereby and, to issue and pay the Notes. Each Borrower is in compliance with its organizational, formation and governing documents and all applicable orders of the Court.

Organization and Powers. Each Loan Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 5.1A annexed hereto. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to 77 carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly ----------------------- organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each ------------ Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each of the Loan Party Parties is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in (which jurisdiction is set forth on Schedule 5.1 A annexed hereto). Each of the Loan Party Parties has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents and Related Agreements Document to which it is a party and to carry out the transactions contemplated hereby and thereby, and, in the case of Company, to issue the Notes.

Organization and Powers. Each Loan Party is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 5.1A annexed hereto. Each Loan Party has all requisite corporate or partnership power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretohereto as it may be supplemented pursuant to subsection 6.1(xvi). Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Revolving Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule SCHEDULE 5.1 annexed heretohereto (except ValueRx of Iowa, Inc. and MHI, Inc.). Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretohereto as it may be supplemented pursuant to subsection 6.1(xvi). Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Revolving Loan Documents and Documents, the Related Agreements and the Anagram Acquisition Agreement to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation (or local equivalent) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

Organization and Powers. Each Loan Party is a corporation an organization duly organized, validly existing and and, except as set forth on Schedule 5.1A, in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed heretoorganization. Each Loan Party has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Priority Secured Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated therebyhereby and thereby and, in the case of Borrowers, to issue and pay the Notes.