Each of the Borrower Subsidiaries (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated except where the failure to be so qualified would not be reasonably likely to have a Material Adverse Effect and (iii) is in good standing and is duly authorized to do business in its jurisdiction of organization or formation and in each jurisdiction where a Collateral Property is owned or leased by it (to the extent required to do so under applicable law), and in each other jurisdiction where a failure to be so qualified would be reasonably likely to have a Material Adverse Effect.