It is (i) duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated and (ii) duly licensed or qualified to do business and is in good standing under the Applicable Laws of each jurisdiction where its ownership or lease of property or the nature or conduct of its business requires such qualification, except with respect to its commercial operations where the lack of such qualification as of the Execution Date or Effective Date does not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder.