Each of the Company, the Guarantors and their respective subsidiaries has been duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the state of its jurisdiction of organization and has power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum and to enter into and perform its obligations under the Transaction Documents. Each of the Company, the Guarantors and their respective subsidiaries is duly qualified as a foreign corporation or limited liability company, as applicable, to transact business and is in good standing in the state of its principal place of business and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except (solely in the case of jurisdictions other than its principal place of business) where the failure so to qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.