Common use of Due Qualification Clause in Contracts

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation, is in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Basic Documents to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless approval is necessary for the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform performance of its obligations under this Agreementand consummation of the transactions contemplated by the Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company and is in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on materially and adversely affect the Seller’s ability to perform its obligations under this Agreementacquire, own and service the Receivables.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires each jurisdiction where any such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on materially and adversely affect the Seller’s ability to perform its obligations under this Agreementand consummate the transactions contemplated by the Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company company, is in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcompany, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementapprovals.

Due Qualification. The Seller is duly qualified authorized to do transact business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualification, license or approval, unless qualifications and in which the failure to obtain such qualifications, licenses or approvals be so authorized would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform business, properties, assets, or condition (financial or other) of the Seller and its obligations under this Agreementsubsidiaries, considered as one enterprise.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company and is in good standingstanding under the laws of each jurisdiction, and has obtained all necessary licenses and approvals in all jurisdictions jurisdictions, in which the ownership or lease of its property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license or approval could not reasonably be expected to have result in a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses license or approvals approval would not reasonably render any Receivable unenforceable that would otherwise be expected to have a material adverse effect on enforceable by the Seller’s ability to perform its obligations under this Agreement, the Sub-Servicer or the Owner Trustee.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its activities requires such qualification, license or approval, unless business and the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform performance of its obligations under this AgreementAgreement and the Basic Documents requires such qualification.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its activities requires such qualification, license or approval, unless business and the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform performance of its obligations under this AgreementAgreement and the other Basic Documents requires such qualification.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualificationsdo so would materially and adversely affect Seller's ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, licenses or approvals would not reasonably be expected the validity or enforceability of the Receivables and the Other Conveyed Property or to have a material adverse effect on perform Seller's obligations hereunder and under the Seller’s ability to perform its obligations under this Agreement's Basic Documents.

Due Qualification. The Seller is duly qualified authorized to do transact business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualification, license or approval, unless qualifications and in which the failure to obtain such qualifications, licenses or approvals be so authorized would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform business, properties, assets, or condition (financial or other) of the Seller and its obligations under this Agreementsubsidiaries, considered as one enterprise.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its activities business requires such qualification, licenses and/or approvals as required in each jurisdiction in which the failure to be so qualified or obtain such license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected is likely to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementand/or approvals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license business or approval, unless the failure to obtain consummation of the transactions contemplated by the Basic Documents shall require such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualification, license or approval, unless qualifications and where the failure to obtain such qualifications, licenses or approvals so qualify would not reasonably be expected to have a material adverse effect on the Seller’s ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a limited liability company, is in good standing as a foreign limited liability company in good standingcompany, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals, unless except where the failure to obtain such qualifications, licenses or approvals would do so could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a ----------------- foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualificationsdo so would materially and adversely affect Seller's ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, licenses or approvals would not reasonably be expected the validity or enforceability of the Receivables and the Other Conveyed Property or to have a material adverse effect on perform Seller's obligations hereunder and under the Seller’s ability to perform its obligations under this Agreement's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property property, including the Receivables, or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on materially and adversely affect the Seller’s ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform the Seller’s obligations hereunder and under the Related Documents to which the Seller is a party.

Due Qualification. The Seller is shall be duly qualified to do business as a foreign limited liability company in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is shall be duly qualified to do business as a foreign limited liability company corporation in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain be so qualified or to have obtained such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under transactions contemplated by this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on materially and adversely affect the Seller’s ability to perform its obligations under transfer the respective Subsequent Receivables and the Subsequent Other Conveyed Property to the Purchaser pursuant to this Agreement, or the validity or enforceability of the respective Subsequent Receivables and the Subsequent Other Conveyed Property or to perform the Seller’s obligations hereunder and under the Seller’s Related Documents.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its activities business requires such qualification, license or approval, unless except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain any such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Seller or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementOwner Trustee.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.hereunder;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s ability to perform its obligations under transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do ------------------ business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's business, operations, assets, revenues, properties or prospects).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, each jurisdiction where failure to be so qualified would have a material adverse effect upon its business and has obtained all necessary licenses and approvals as required under Applicable Law, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualificationeach case, license or approval, unless where the failure to obtain such qualificationsbe so qualified, licenses licensed or approvals approved, would not reasonably be expected to have a material adverse effect on materially and adversely affect the Seller’s ability of the Seller to perform its obligations under and comply with the terms of this Agreement.Agreement and any other Transaction Document to which it is a party;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which where the failure to do so would materially and adversely affect the ownership or lease servicing of property the Receivables or render any of the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementReceivables unenforceable.

Due Qualification. The Seller is duly qualified to do business as a limited liability company, is in good standing as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals, unless except where the failure to obtain such qualifications, licenses or approvals would do so could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's business, operations, assets, revenues, properties or prospects).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions (including Pennsylvania) in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s 's ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Series Trust Estate or to perform Seller's obligations hereunder and under the Basic Documents to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approval, unless approvals except where the failure to obtain so qualify or have such qualifications, licenses or approvals would has not had, and could not reasonably be expected to have have, a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standing, corporation or other entity and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on this Agreement or the Seller’s transactions contemplated hereby or on the ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals and as to which the failure to obtain such licenses or approvals would not reasonably be expected to have a material and adverse effect on impact upon the Seller’s ability to perform its obligations under this Agreementvalue or collectability of the Receivables.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcorporation (or is exempt from such requirements), and has obtained or will obtain all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain be so qualified or to have obtained such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's earnings, business affairs or business prospects.

Due Qualification. The Seller is shall be duly qualified to do business as a foreign limited liability company corporation in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualification, license or approval, unless qualifications and where the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to so qualify will have a material adverse effect on the Seller’s ability of the Seller to conduct its business or perform its obligations under this Agreement.. (iii)

Due Qualification. The Seller is shall be duly ----------------- qualified to do business as a foreign limited liability company corporation in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain be so qualified or to have obtained such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under transactions contemplated by this Agreement.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all other jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals, unless and except where the failure to obtain so qualify or have such qualifications, licenses or approvals would has not had, and could not reasonably be expected to have have, a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on materially and adversely affect the Seller’s 's ability to perform its obligations under transfer the Receivables to the Trust pursuant to this AgreementAgreement or the validity or enforceability of the Receivables.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals (except where the failure to so qualify and to obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's business, operations, assets, revenues, properties or prospects).

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standing, corporation and has obtained all necessary licenses and approvals in as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its activities business requires such qualification, standing, license or approval, unless except to the extent that the failure to obtain so qualify, maintain such qualifications, licenses standing or approvals be so licensed or approved would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on Purchaser, the Seller’s ability to perform its obligations under this AgreementIssuer or the Noteholders.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to so obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect impact either on Seller, the Seller’s ability to perform its obligations under this Agreementtransactions contemplated in the Basic Documents or the Receivables.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.hereunder;

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcorporation (or is exempt from such requirement), and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approval, unless approvals and where the failure so to qualify, to obtain such qualificationslicenses and approvals or to preserve and maintain such qualification, licenses or approvals would not could reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain be so qualified or to have obtained such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementearnings, business affairs or business prospects.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all other jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals has not had, unless and except where the failure to obtain so qualify or have such qualifications, licenses or approvals would has not had, and could not reasonably be expected to have have, a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Such Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s 's ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement., or the validity or enforceability of the Series Trust Estate or to perform Seller's obligations hereunder and under the Basic Documents to which the Seller is a party. (d)

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all foreign jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain any such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Seller or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementIssuer.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain be so qualified and have such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on the Trust Estate, Seller’s ability to perform performance of its obligations under this Agreementthe Basic Documents to which it is a party, or the business or condition (financial or otherwise) of the Seller or impair the validity or enforceability of any Receivable.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals (except where the failure to so qualify would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's business, operations, assets, revenues, properties or prospects, the Securitization Property, the Issuer or the Securitization Bonds).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain be so qualified or to have obtained such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's earnings, business affairs or business prospects.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all other jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals, unless except where the failure to obtain so qualify or have such qualifications, licenses or approvals would has not had, and could not reasonably be expected to have have, a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a limited liability company, is in good standing as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals, unless except in each case with respect to this clause (b) where the failure to obtain such qualifications, licenses or approvals would do so could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations hereunder or under this Agreementthe Sale Papers.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company company, is in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business and, ----------------- where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.hereunder;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualificationqualifications, license or approval, unless except where the failure to obtain such qualificationsdo so does not, licenses or approvals would and is not reasonably be expected to to, have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Each Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its activities business requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals (except where the failure to so qualify and to obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreementbusiness, operations, assets, revenues, properties or prospects).

Due Qualification. The Seller is duly qualified to do business as a limited liability company, is in good standing as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approvalapprovals, unless except where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualification, license or approval, unless qualifications and where the failure to obtain such qualifications, licenses or approvals so qualify would not reasonably be expected to have a material adverse effect on the Seller’s ability of the Seller to perform its obligations under this Agreement.. 41 (NAROT 2023-A Sale and Servicing Agreement)

Due Qualification. The Seller is duly qualified to do business business, is in good standing as a foreign limited liability company in good standingcorporation, and has obtained (or has filed all necessary applications for) all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities business requires such qualification, license licenses or approval, unless approvals and in which the failure so to qualify or to obtain such qualificationslicenses and approvals or to preserve and maintain such qualification, licenses or approvals would not could reasonably be expected to have give rise to a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Original Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities businesses requires such qualification, license or approval, unless except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably be expected likely to have a material adverse effect on Material Adverse Effect with respect to the Seller’s ability to perform its obligations under this Agreement).

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.hereunder;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain business shall require such qualifications, except where the failure of the Seller to so qualify or obtain such licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementSeller or any Receivable.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected (i) render any Credit Card Agreement relating to an Account, or any Receivable unenforceable by the Seller, [ ] or the Trust and (ii) have a material adverse effect on the Seller’s ability to perform its obligations under this AgreementInvestor Certificateholders.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standing, corporation or other entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect on this Agreement or the Seller’s transactions contemplated hereby or on the ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities businesses requires such qualification, license or approval, unless except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s ability to perform its obligations under transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Related Documents to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualificationslicenses and approvals would, licenses or approvals would not reasonably be expected to have a material adverse effect on in the reasonable judgment of the Seller’s ability to perform , materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents, the Contracts or the Notes.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standingall jurisdictions in which it is required to be so qualified, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its activities business requires such qualification, license licenses or approval, unless approvals (except where the failure to so qualify and to obtain such qualifications, licenses or and approvals would not be reasonably be expected likely to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement's business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires business shall require such qualification, license or approval, unless qualifications and where the failure to obtain such qualifications, licenses or approvals so qualify would not reasonably be expected to have a material adverse effect on the Seller’s ability of the Seller to perform its obligations under this Agreement.. 41 (NAROT 2023-B Sale and Servicing Agreement)

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless where the failure to obtain such qualifications, licenses or approvals do so would not reasonably be expected to have a material adverse effect on the materially and adversely affect Seller’s 's ability to perform its obligations under sell the Receivables and the Other Conveyed Property to the Borrower pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller's obligations hereunder and under the other Basic Agreements.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualificationslicenses and approvals would, licenses or approvals would not reasonably be expected to have a material adverse effect on in the reasonable judgment of the Seller’s ability to perform , materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Contracts or the Notes.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcompany, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to so qualify or so obtain such qualifications, licenses or and approvals would not have, or could reasonably be expected to have have, a material adverse effect on the Seller’s ability to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Seller is duly qualified to do business ----------------- and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its activities business requires such qualification, license or approval, unless qualification except where the failure to so qualify or obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s its ability to perform its obligations under this Agreement.hereunder;

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or and approvals would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Seller’s its ability to perform its obligations under this Agreementhereunder.