Common use of Organization; Good Standing Clause in Contracts

Organization; Good Standing. (i) SALP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; each of SALP and Holdings has all requisite partnership or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate owned by it is located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effect. (ii) Sovran is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran is duly organized, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organization; Sovran and each of its Subsidiaries has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP MCRLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings each Subsidiary of MCRLP that owns Real Estate is a corporation duly organizedorganized or formed, validly existing and in good standing as a corporation or a partnership or other entity, as the case may be, under the laws of the State state of Delawareits organization or formation; the Borrower and each of SALP and Holdings the Borrower’s Subsidiaries that owns Real Estate has all requisite partnership or corporatecorporate or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Borrower and each of SALP and Holdings the Borrower’s Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on any of their respective businesses, assets or financial conditions. (ii) Sovran MCRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran MCRC that owns Real Estate is duly organizedorganized or formed, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organizationorganization or formation; Sovran MCRC and each of its Subsidiaries that owns Real Estate has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran MCRC and each of its Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranMCRC, in the State of New YorkJersey) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran MCRC or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP MCRLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings each Subsidiary of MCRLP that owns Real Estate is a corporation duly organizedorganized or formed, validly existing and in good standing as a corporation or a partnership or other entity, as the case may be, under the laws of the State state of Delawareits organization or formation; the Borrower and each of SALP and Holdings the Borrower’s Subsidiaries that owns Real Estate has all requisite partnership or corporatecorporate or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Borrower and each of SALP and Holdings the Borrower’s Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on any of their respective businesses, assets or financial conditions. (ii) Sovran MCRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran MCRC that owns Real Estate is duly organizedorganized or formed, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organizationorganization or formation; Sovran MCRC and each of its Subsidiaries that owns Real Estate has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran MCRC and each of its Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranMCRC, in the State of New YorkJersey) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran MCRC or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(ia) (i) or (ii) above shall be included in each such subsequent Guarantor's ’s Subsidiary Guaranty, and the Borrowers Borrower shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP FPLP is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; FPLP has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and FPLP is in good standing as a foreign entity and is duly authorized to do business in the State of Delaware; Holdings jurisdictions where the Eligible Borrowing Base Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Subsidiary Guarantor is a corporation limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State its state of Delawareorganization; each of SALP and Holdings such Subsidiary Guarantor has all requisite partnership limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each such Subsidiary Guarantor or other Subsidiary of SALP and Holdings the Borrower which is an owner of an Eligible Borrowing Base Property is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Eligible Borrowing Base Properties owned by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower. (ii) Sovran the Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran the Trust is duly organized, validly existing and in good standing as a corporation or corporation, nominee trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, under the laws of the state of its organization; Sovran the Trust and each of its Subsidiaries has all requisite corporate or corporate, trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (includingnecessary, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets operations, assets, condition (financial or financial condition otherwise) or properties of Sovran the Trust or any such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP MCRLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings each Subsidiary of MCRLP that owns Real Estate is a corporation duly organizedorganized or formed, validly existing and in good standing as a corporation or a partnership or other entity, as the case may be, under the laws of the State state of Delawareits organization or formation; the Borrower and each of SALP and Holdings the Borrower's Subsidiaries that owns Real Estate has all requisite partnership or corporatecorporate or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Borrower and each of SALP and Holdings the Borrower's Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on any of their respective businesses, assets or financial conditions. (ii) Sovran MCRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran MCRC that owns Real Estate is duly organizedorganized or formed, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organizationorganization or formation; Sovran MCRC and each of its Subsidiaries that owns Real Estate has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran MCRC and each of its Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranMCRC, in the State of New YorkJersey) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the -62- business, assets or financial condition of Sovran MCRC or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(ia) (i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers Borrower shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP MCRLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings each Subsidiary of MCRLP that owns Real Estate is a corporation duly organizedorganized or formed, validly existing and in good standing as a corporation or a partnership or other entity, as the case may be, under the laws of the State state of Delawareits organization or formation; the Borrower and each of SALP and Holdings the Borrower's Subsidiaries that owns Real Estate has all requisite partnership or corporatecorporate or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Borrower and each of SALP and Holdings the Borrower's Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on any of their respective businesses, assets or financial conditions. (ii) Sovran MCRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran MCRC that owns Real Estate is duly organizedorganized or formed, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organizationorganization or formation; Sovran MCRC and each of its Subsidiaries that owns Real Estate has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran MCRC and each of its Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranMCRC, in the State of New YorkJersey) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran MCRC or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(ia) (i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers Borrower shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP CRLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings each of the other Borrowers and each other Subsidiary of CRLP that owns Real Estate is a corporation duly organizedorganized or formed, validly existing and in good standing as a corporation or a partnership or other entity, as the case may be, under the laws of the State state of Delawareits organization or formation; each of SALP the Borrowers and Holdings each of any Borrowers' Subsidiaries that own Real Estate has all requisite partnership or corporatecorporate or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP the Borrowers and Holdings each of each Borrowers' Subsidiaries that own Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on any of their respective businesses, assets or financial conditions. (ii) Sovran CRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran CRC that owns Real Estate is duly organizedorganized or formed, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organizationorganization or formation; Sovran CRC and each of its Subsidiaries that owns Real Estate has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran CRC and each of its Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranCRC, in the State of New YorkJersey) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran CRC or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(ia) (i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself themselves and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; each of SALP and Holdings has all requisite partnership or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate owned by it is located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effect. (ii) Sovran is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran is duly organized, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organization; Sovran and each of its Subsidiaries has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's ’s Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP FPLP is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; FPLP has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and FPLP is in good standing as a foreign entity and is duly authorized to do business in the State of Delaware; Holdings jurisdictions where the Eligible Unencumbered Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Borrower (other than FPLP) is a corporation limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State its state of Delawareorganization; each of SALP and Holdings such Borrower has all requisite partnership limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings such Borrower is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Eligible Unencumbered Properties owned by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower. (ii) Sovran the Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran the Trust is duly organized, validly existing and in good standing as a corporation or corporation, nominee trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, under the laws of the state of its organization; Sovran the Trust and each of its Subsidiaries has all requisite corporate or corporate, trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (includingnecessary, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets operations, assets, condition (financial or financial condition otherwise) or properties of Sovran the Trust or any such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP Each of Xxxxxxx OP and Xxxxxxx III is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; each of Xxxxxxx OP and Xxxxxxx III has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and each of Xxxxxxx OP and Xxxxxxx III is in good standing as a foreign entity and is duly authorized to do business in the State of Delaware; Holdings jurisdictions where the Eligible Unencumbered Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Borrower (other than Xxxxxxx OP and Xxxxxxx III) is a corporation limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State its state of Delawareorganization; each of SALP and Holdings such Borrower has all requisite partnership limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings such Borrower is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Eligible Unencumbered Properties owned by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower. (ii) Sovran the Trust is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran the Trust is duly organized, validly existing and in good standing as a corporation or corporation, nominee trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, under the laws of the state of its organization; Sovran the Trust and each of its Subsidiaries has all requisite corporate or corporate, trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (includingnecessary, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets operations, assets, condition (financial or financial condition otherwise) or properties of Sovran the Trust or any such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP FPLP is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; FPLP has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and FPLP is in good standing as a foreign entity and is duly authorized to do business in the State of Delaware; Holdings jurisdictions where the Collateral Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Borrower (other than FPLP) is a corporation limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State its state of Delawareorganization; each of SALP and Holdings such Borrower has all requisite partnership limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings such Borrower is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Collateral Properties owned by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower. (ii) Sovran the Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran the Trust is duly organized, validly existing and in good standing as a corporation or corporation, nominee trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, under the laws of the state of its organization; Sovran the Trust and each of its Subsidiaries has all requisite corporate or corporate, trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (includingnecessary, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets operations, assets, condition (financial or financial condition otherwise) or properties of Sovran the Trust or any such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP Each of the Borrower, 1333 and Burlington is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings each Subsidiary of the Borrower is a corporation duly organized, validly existing and in good standing as a corporation or a partnership, as the case may be, under the laws of the State state of Delawareits organization; the Borrower, 1333, Burlington and each of SALP and Holdings the Borrower's Subsidiaries has all requisite partnership or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP the Borrower, 1333, Burlington and Holdings the Borrower's other Subsidiaries is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Unencumbered Assets owned or ground-leased by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on any of their respective businesses, assets or financial conditions. (ii) Sovran BPC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran BPC is duly organized, validly existing and in good standing as a corporation or partnership or other entitypartnership, as the case may be, under the laws of the state of its organization; Sovran BPC and each of its Subsidiaries has all requisite corporate or partnership or other entitypartnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran BPC and each of its Subsidiaries is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranBPC, in the State Commonwealth of New YorkMassachusetts) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran BPC or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(ia) (i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers Borrower shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (ia) SALP Each Acquired Entity is a limited partnership liability company duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware; Holdings , and has all requisite limited liability company power and authority to own its properties and conduct the Business as it is now being conducted by such Acquired Entity. Each Acquired Entity is duly qualified or licensed to do business in each jurisdiction in which the ownership or operation of its Assets makes such qualification or licensing necessary, except in any jurisdiction where the failure to be so duly qualified or licensed would not reasonably be expected to result in a Material Adverse Effect. (b) Each of OpCo and OpCo General Partner is a corporation limited partnership or limited liability company, as applicable, duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware; each of SALP , and Holdings has all requisite limited partnership or corporatelimited liability company, as the case may beapplicable, power and authority to own its respective properties and conduct its respective business as it is now conducted and as presently contemplated; and each of SALP and Holdings being conducted. Neither OpCo nor OpCo General Partner is in good standing duly qualified or licensed to do business as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate owned by it is located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectany jurisdiction. (c) As of the Closing, from and after the date of its formation, (i) OpCo will be a holding company formed for the sole purpose of owning the Membership Interests and (ii) Sovran is OpCo General Partner will be a corporation duly organized, validly existing and holding company formed for the sole purpose of owning the non-economic general partner interest in good standing under the laws of the State of Maryland; each Subsidiary of Sovran is duly organized, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organization; Sovran and each of its Subsidiaries has all requisite corporate or partnership or other entity, as the case may be, power to own OpCo. Since its respective properties and conduct its respective date of formation, neither OpCo nor OpCo General Partner has (i) conducted any business or owned any assets (except as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries is in good standing as a foreign entity and is duly authorized to do business in contemplated by the jurisdictions where such qualification is necessary (including, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(iOpCo Formation Transactions) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, incurred any material Losses. (d) True and complete copies of the Borrowers shall be deemed to make for itself and on behalf Charter Documents of each such subsequent Guarantor a representation Acquired Entity and warranty as all amendments thereto have been furnished to such provision regarding such subsequent GuarantorSummit MLP. Prior to the Closing, SMP Holdings will deliver to Summit MLP correct and complete copies of the Operating Agreements.

Organization; Good Standing. (i) SALP FPLP is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; FPLP has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and FPLP is in good standing as a foreign entity and is duly authorized to do business in the State of Delaware; Holdings jurisdictions where the Eligible Borrowing Base Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Subsidiary Guarantor is a corporation limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State its state of Delawareorganization; each of SALP and Holdings such Subsidiary Guarantor has all requisite partnership limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings such Subsidiary Guarantor is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Eligible Borrowing Base Properties owned by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower. (ii) Sovran the Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran the Trust is duly organized, validly existing and in good standing as a corporation or corporation, nominee trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, under the laws of the state of its organization; Sovran the Trust and each of its Subsidiaries has all requisite corporate or corporate, trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (includingnecessary, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets operations, assets, condition (financial or financial condition otherwise) or properties of Sovran the Trust or any such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP FPLP is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; FPLP has all requisite limited partnership power to own its properties and conduct its business as now conducted and as presently contemplated; and FPLP is in good standing as a foreign entity and is duly authorized to do business in the State of Delaware; Holdings jurisdictions where the Eligible Borrowing Base Properties owned by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on its business, operations, assets, condition (financial or otherwise) or properties. Each Subsidiary Guarantor is a corporation limited partnership, general partnership, nominee trust or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State its state of Delawareorganization; each of SALP and Holdings such Subsidiary Guarantor has all requisite partnership limited partnership, general partnership, trust, limited liability company or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP and Holdings such Subsidiary Guarantor is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate Eligible Borrowing Base Properties owned by it is are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effectmaterially adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of such Borrower. (ii) Sovran the Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran the Trust is duly organized, validly existing and in good standing as a corporation or corporation, nominee trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, under the laws of the state of its organization; Sovran the Trust and each of its Subsidiaries has all requisite corporate or corporate, trust, limited liability company, limited partnership or other entitygeneral partnership, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran and each of its Subsidiaries the Trust is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (includingnecessary, as to Sovran, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets operations, assets, condition (financial or financial condition otherwise) or properties of Sovran the Trust or any such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.

Organization; Good Standing. (i) SALP LSLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; each of SALP LSLP and Holdings has all requisite partnership or corporate, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and each of SALP LSLP and Holdings is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate owned by it is located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a Material Adverse Effect. (ii) Sovran LSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of Sovran LSI is duly organized, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organization; Sovran LSI and each of its Subsidiaries has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and Sovran LSI and each of its Subsidiaries is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where such qualification is necessary (including, as to SovranLSI, in the State of New York) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of Sovran LSI or such Subsidiary. (iii) As to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or (ii) above shall be included in each such subsequent Guarantor's Subsidiary ’s Guaranty, and the Borrowers shall be deemed to make for itself themselves and on behalf of each such subsequent Guarantor a representation and warranty as to such provision regarding such subsequent Guarantor.