Such Borrower and each Material Subsidiary of such Borrower (other than any such Material Subsidiary that is not a corporation) # is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, # is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on such Borrower and # has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of a Borrower that is not a corporation # is a limited liability company or other legal entity duly organized and validly existing under the laws of its jurisdiction of organization, # is registered or qualified as a limited liability company or other entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect on such Borrower and # has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.