The Borrowers’ Material Subsidiaries are legal entities duly incorporated or otherwise formed, validly existing and in (to the extent that such concept exists under those laws) good standing under the laws of their respective jurisdictions of organization (to the extent the concept of “good standing” exists under the laws of such jurisdiction), and have all organizational powers and all material governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as now conducted except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.