Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the Collateral and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the Collateral and to transact the businesses in which it is now engaged (except to the extent that the failure to possess such rights, licenses and permits would not reasonably be expected to have a Material Adverse Effect), and the sole business of Borrower is the ownership of the Collateral. The ownership interests in Borrower are as set forth on the organizational chart attached hereto as Schedule  III .