Such Borrower and each of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than the failure of any such Borrower or any such Subsidiary to so be in good standing or to be qualified to do business in any such jurisdiction or the failure of any such Subsidiary to be so validly existing, in each case, to the extent any such failure would not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.