Each Restricted Entity is duly organized and validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of incorporation or formation.  Each Restricted Entity is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where the failure to be so qualified or authorized could not reasonably be expected to result in a Material Adverse Change.  As of the Closing Date, each Restricted Entity’s type of organization and jurisdiction of incorporation or formation are set forth on Schedule 4.1.