Common use of Due Qualification Clause in Contracts

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to 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 as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business requires such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to do so would materially and adversely affect Seller’s ability qualify or obtain such license or approval could not reasonably be expected to 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 Documentsresult in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is company in good standing standing, and has obtained all necessary licenses and approvals in all jurisdictions where in which the failure to do so qualify or to obtain such license or approval would materially and adversely affect render any Receivable unenforceable that would otherwise be enforceable by the Seller’s ability to transfer , the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, Sub-Servicer 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 DocumentsOwner Trustee.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, ownership or lease of property or the validity conduct of its business requires such qualification, licenses or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsapprovals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is company in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer ownership or lease of its property, the Receivables conduct of its business and the Other Conveyed Property to the Issuer pursuant to performance of its obligations under this Agreement, or the validity or enforceability of the Receivables Agreement and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s other Basic DocumentsDocuments requires such qualification.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the ownership or lease of its property or the conduct of its business requires such qualification, licenses and/or approvals as required in each jurisdiction in which the failure to do be so would materially and adversely affect Seller’s ability qualified or obtain such license or approval, is likely to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is company in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer ownership or lease of its property, the Receivables conduct of its business and the Other Conveyed Property to the Issuer pursuant to performance of its obligations under this Agreement, or the validity or enforceability of the Receivables Agreement and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsDocuments requires such qualification.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing as a foreign limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so would materially and adversely affect Seller’s ability could not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, ownership or lease of its property or the validity or enforceability conduct of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsits business requires such qualification, licenses and/or approvals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing as a foreign limited liability company and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so would materially and adversely affect Seller’s ability could not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues or properties, 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, is company in good standing standing, and has obtained all necessary licenses and approvals in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer ownership or lease of property, including the Receivables and the Other Conveyed Property to the Issuer pursuant to this AgreementReceivables, or the validity or enforceability conduct of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsits business shall require such qualifications.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documents's business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property with respect 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 Seller required under the Seller’s Basic Documentsapplicable law.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companybusiness, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer 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, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues or properties, the Series Property, the Issuer or the Series A Bonds).

Due Qualification. The Seller is duly qualified to do ------------------ business as a foreign limited liability company, is corporation in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documents's business, operations, assets, revenues, properties or prospects).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is company in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer ownership or lease of its property, the Receivables conduct of its business and the Other Conveyed Property to the Issuer pursuant to performance of its obligations under this Agreement, or the validity or enforceability of the Receivables Agreement and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsother Transaction Documents requires such qualification.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals, except where the failure to do be so qualified, licensed or approved would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property not have a Material Adverse Effect with respect 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 as a foreign limited liability company, ----------------- and is in good standing (or is exempt from such requirement) in any state required in order to conduct business, and has obtained all necessary licenses and approvals in all jurisdictions where with respect to the failure Seller required under federal and state law; provided, however, that no representation or warranty is -------- ------- made with respect to any qualifications, licenses or approvals which the Trustee would have to obtain to do so would materially and adversely affect Seller’s ability business in any state in which the Trustee seeks to 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 Documentsenforce any Receivable.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is company 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 business shall require such qualifications, except where the failure to do so obtain would materially and adversely affect not have a material adverse impact either on Seller’s ability to transfer , the Receivables and transactions contemplated in the Other Conveyed Property to the Issuer pursuant to this Agreement, Basic Documents 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 DocumentsReceivables.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the a failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues, or properties).

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, is in good standing and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, ownership or lease of property or the validity conduct of its business requires such qualification, licenses or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsapprovals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do so obtain such approvals or licenses would materially and adversely affect Seller’s not be reasonably expected to result in a material adverse effect on the Purchased Assets or the ability of the Seller to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to perform its obligations under 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, and is in good standing 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 business require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is (i) duly qualified to do business as a foreign limited liability company, and is in good standing as a limited liability company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do so would materially qualify or have such qualifications, licenses and adversely affect Seller’s approvals could not reasonably be expected to have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentshereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation, and has obtained or will obtain all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect Seller’s have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentshereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues or properties, the Deferred Fuel Cost Property, the Issuer or the Deferred Fuel Cost Bonds).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a foreign corporation and has obtained all necessary licenses and approvals in as required under the laws of all jurisdictions where in which the ownership or lease of its property and or the conduct of its business requires such qualification, standing, license or approval, except to the extent that the failure to do so qualify, maintain such standing or be so licensed or approved would materially and adversely affect Seller’s ability to 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 Documentsnot have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a statutory trust, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do so obtain such approvals or licenses would materially and adversely affect Seller’s not be reasonably expected to result in a material adverse effect on the Purchased Assets or the ability of the Seller to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to perform its obligations under 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, and is in good standing as a foreign corporation (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 business requires such qualification, licenses or approvals and where the failure so to do so would materially qualify, to obtain such licenses and adversely affect Seller’s ability to 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 approvals or to perform Seller’s obligations hereunder preserve and under the Seller’s Basic Documentsmaintain such qualification, licenses or approvals could reasonably be expected to have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing and (or is exempt from such requirements), as a foreign corporation in any state required in order to conduct business. The Seller has obtained complied in all necessary material respects with all licenses and approvals in all jurisdictions where approval requirements with respect to the Seller required under applicable law except insofar as any failure to do so comply would materially and adversely affect Seller’s ability to 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 Documentsnot have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (or is exempt from such requirement), and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so qualify or obtain such licenses or approvals would materially and adversely affect Seller’s ability to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or so obtain such licenses and approvals would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementhave, or the validity or enforceability of the Receivables and the Other Conveyed Property or could reasonably be expected to perform Seller’s obligations hereunder and under the Seller’s Basic Documentshave, a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation under the laws of the jurisdiction of its formation and has obtained all necessary licenses and approvals in as required under the laws of all jurisdictions where in which the ownership or lease of its property and or the conduct of its business requires such qualification, standing, license or approval, except to the extent that the failure to do so qualify, maintain such standing or be so licensed or approved would materially and adversely affect Seller’s ability to 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 Documentsnot have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a foreign corporation or other entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect Seller’s have a material adverse effect on this Agreement or the transactions contemplated hereby or on the ability of the Seller to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to perform its obligations under 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 transact business as a foreign limited liability company, is in good standing each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in all jurisdictions each case, where the failure to do be so would qualified, licensed or approved, could reasonably be expected to materially and adversely affect Seller’s the ability to 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 Seller to perform Seller’s its obligations hereunder under and under comply with the Seller’s Basic Documents.terms of this Agreement and any other Related Document to which it is a party;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing in the jurisdiction of its formation, and has obtained or will obtain all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect Seller’s have a material adverse effect on its ability to 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 its obligations hereunder and or under the Seller’s Basic DocumentsSale Papers.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companybusiness, is in good standing as a foreign corporation, and has obtained (or has filed all necessary applications for) all necessary licenses and approvals in all jurisdictions where in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals and in which the failure so to do so would materially and adversely affect Seller’s ability to 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 qualify or to perform Seller’s obligations hereunder obtain such licenses and under the Seller’s Basic Documentsapprovals or to preserve and maintain such qualification, licenses or approvals could reasonably be expected to give rise to a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company(or is exempt from such requirement), is in good standing and has obtained all necessary licenses and approvals or approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses or approvals would materially and adversely affect have a material adverse effect on the Seller’s 's ability to transfer the Receivables perform its obligations under this Agreement and the Other Conveyed Property to the Issuer pursuant to this Cross-Guarantee 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 (i) duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do so would materially qualify or have such qualifications, licenses and adversely affect Seller’s ability approvals could not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a statutory trust, 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 business requires such qualifications, licenses or approvals, except where the failure to do so obtain such qualifications, licenses or approvals would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the ownership or lease of its property or the conduct of its business requires such qualification, licenses and/or approvals as required in each jurisdiction in which the failure to do be so would materially and adversely affect Seller’s ability qualified or obtain such license or approval, as applicable, is likely to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals, in each jurisdiction where the conduct of business requires such licenses and approvals in all jurisdictions except where the failure to do be so qualified or obtain such licenses and approvals would materially and adversely affect Seller’s ability not reasonably be expected to transfer have a Material Adverse Effect on the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, or the validity or enforceability performance of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsTransaction Documents to which it is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability to 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 not have a material adverse effect on the Seller’s Basic Documentsbusiness, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Seller required under applicable law, except in all jurisdictions each case where the failure to do so would materially and adversely affect Seller’s ability to transfer not individually or in the Receivables and aggregate have a material adverse effect on 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 DocumentsClass C Certificates.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companybusiness, and is in good standing 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 business requires such qualification, licenses and/or approvals except where the failure to do so would materially obtain such licenses and adversely affect Seller’s ability to 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 approvals or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsbe so qualified would not cause a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation, and has obtained or will obtain all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect Seller’s have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentsany Transaction Document.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business shall require such qualifications, licenses or approvals (except where the failure to do so qualify or obtain such licenses and approvals would materially and adversely affect Seller’s ability not be reasonably likely to 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 have a material adverse effect on the Seller’s Basic Documents-s business, operations, assets, revenues or properties).

Due Qualification. The Seller is (i) duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do be so qualified, licensed or approved would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (or is exempt from such requirements), as a foreign corporation in any state required in order to conduct its business, and has obtained all necessary licenses and approvals in all jurisdictions where with respect to the failure Seller required under applicable law; provided that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Buyer would have to obtain to do so would materially and adversely affect Seller’s ability business in any state in which the Buyer seeks to 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 Documentsenforce any Receivable.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, company (or is in good standing exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction which requires such qualification except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s ability not render any credit card agreement relating to transfer any Account or any Receivables unenforceable by the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, Purchaser or the validity Trustee or enforceability of (ii) have a material adverse effect on the Receivables and Purchaser or the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsSecurityholders.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, and has obtained and is maintaining in effect all necessary licenses and approvals in all jurisdictions where the failure required to do so would materially conduct its business as currently conducted and adversely affect Seller’s ability to 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 its obligations hereunder and under the Seller’s Basic Documentsother Transaction Documents to which it is a party.

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 in all jurisdictions each jurisdiction in which the ownership or lease of its property, conduct of its business or transfer of the Purchased Assets in accordance with the Transaction Documents requires such licensing or qualification, except where the failure to do so would materially and adversely affect Seller’s ability to 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 qualify or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsobtain such licenses or approvals would not have a Material Adverse Effect.

Due Qualification. The Each Seller is duly qualified to do business as a foreign limited liability company, is in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which its ownership or lease of property or the conduct of its business requires such qualification, license or approval, except to the extent that the failure to do be so qualified, or to obtain such licenses and approvals would not, in the aggregate materially and adversely affect Seller’s the ability to 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 Sellers to perform Seller’s their respective obligations hereunder and under the Seller’s Basic Documents.this Sale Agreement;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a statutory trust, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do be so qualified, licensed or approved would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companyand, where necessary, is in good standing as a foreign corporation or other legal entity (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction where the conduct of its business requires such qualification except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s not have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentshereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is 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 business requires such qualification, licenses and/or approvals, except where the failure to do be so would materially and adversely affect Seller’s ability qualified could not reasonably be expected to 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 Documentsresult in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation, and has obtained all necessary licenses and approvals in all jurisdictions where in which the ownership or lease of its property and or the conduct of its business, including the origination and servicing of the Receivables, requires such qualification, licenses or approvals, except to the extent that the failure to do so have such licenses or approvals would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the ownership or lease of its property or the conduct of its business requires such qualification, licenses and/or approvals as required in -13- each jurisdiction in which the failure to do be so would materially and adversely affect Seller’s ability qualified or obtain such license or approval, is likely to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, ownership or lease of property or the validity conduct of its business requires or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.shall require such qualification;

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, ownership or lease of property or the validity or enforceability conduct of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsits business shall require such qualifications.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation in its jurisdiction of organization, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do be so qualified or obtain such qualifications, licenses and approvals would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companyand, where necessary, is in good standing as a foreign corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the conduct of its business requires such qualification except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s not have a material adverse effect on its ability to transfer the Receivables perform its obligations hereunder, and the Other Conveyed Property has full corporate power, authority and legal right to the Issuer pursuant to this Agreement, or the validity or enforceability of the Receivables own its properties and the Other Conveyed Property or to perform Seller’s obligations hereunder conduct its business as such properties are presently owned and under the Seller’s Basic Documentssuch business is presently conducted.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Seller required under applicable law, except in all jurisdictions each case where the failure to do so would materially and adversely affect Seller’s ability to transfer not individually or in the Receivables and aggregate have a material adverse effect on 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 DocumentsClass D-1 Certificates.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing 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 business requires such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the [Carvana] Receivables) except where the failure to do so would materially and adversely affect Seller’s ability qualify or obtain such license or approval could not reasonably be expected to 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 Documentsresult in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect (i) render any Credit Card Agreement relating to an Account, any Receivable or any Merchant Agreement unenforceable by the Seller’s ability to transfer , the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, Purchaser or the validity or enforceability Trust and (ii) have a material adverse effect on the holders of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsNotes.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (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 business requires such qualification, licenses or approvals and where the failure so to do so would materially qualify, to obtain such licenses and adversely affect Seller’s ability to 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 approvals or to perform Seller’s obligations hereunder preserve and under the Seller’s Basic Documentsmaintain such qualification, licenses or approvals would have a reasonable likelihood of having a Material Adverse Effect.

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 (or is exempt from such requirements), as a foreign corporation in all jurisdictions any state required in order to conduct business except where the failure to do be so qualified would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, or the validity or enforceability not result in a Material Adverse Effect. The Seller holds all of the Receivables permits, licenses, certificates, consents and other authorizations of applicable governmental authorities required by law to own and service the Other Conveyed Property or to perform Seller’s obligations hereunder and under Accounts, the Seller’s Basic Documentsabsence of which would have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do transact business as a foreign limited liability company, is in good standing each jurisdiction and has obtained all necessary licenses and approvals as required under Legal Requirements, in all jurisdictions each case, where the failure to do be so would materially and adversely affect Seller’s ability qualified, licensed or approved, could reasonably be expected to transfer have, individually or in the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementaggregate, 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.a Material Adverse Effect;

Due Qualification. The Seller is duly qualified to do business as ----------------- a foreign limited liability company, is company in good standing 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 business shall require such qualifications, except where the failure to do be so would materially and adversely affect Seller’s ability to 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 qualified or to perform Seller’s obligations hereunder and under have obtained such licenses or approvals would not have a material adverse effect on the Seller’s Basic Documents's earnings, business affairs or business prospects.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation, limited liability company or limited partnership, as applicable, 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 business requires such qualification, licenses or approvals, except where the failure so to do so qualify would materially and adversely affect Seller’s ability not be reasonably likely (either individually or in the aggregate) to 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 have a Material Adverse Effect on the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companybusiness, and is in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, ownership or lease of its property or the validity or enforceability conduct of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsits business requires such qualification, licenses and/or approvals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companyand, where necessary, is in good standing as a foreign corporation or other legal entity (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction where the conduct of its business requires such qualification, except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s not have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentshereunder.

Due Qualification. The Such Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a foreign corporation (or is exempt from such requirements), 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 business requires qualification, licenses or approvals and where the failure so to do so would materially qualify, to obtain the licenses and adversely affect Seller’s ability to 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 approvals or to perform Seller’s obligations hereunder preserve and under maintain the Seller’s Basic Documentsqualification, licenses or approvals would have a substantial likelihood of having a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companyand, where necessary, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the conduct of its business requires such qualification except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s not have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentshereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect (i) render any Credit Card Agreement relating to an Account or any Receivable unenforceable by the Seller’s ability to transfer , the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, Purchaser or the validity or enforceability of Trust and (ii) have a material adverse effect on the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsNoteholders.

Due Qualification. The Seller is (i) duly qualified to do business as a foreign limited liability company, and is in good standing as a statutory trust in its jurisdiction of organization and (ii) has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do be so qualified, licensed or approved would materially and adversely affect Seller’s ability to 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 Documentsnot have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so obtain such qualifications, licenses and approvals would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing (or is exempt from such requirements), as a foreign corporation in any state required in order to conduct its business, and has obtained all necessary licenses and approvals in all jurisdictions where with respect to the failure Seller required under applicable law; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Buyer would have to obtain to do so would materially and adversely affect Seller’s ability business in any state in which the Buyer seeks to 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 Documentsenforce any Receivable.

Due Qualification. The Seller is duly qualified to do business and is in ----------------- good standing as a foreign limited liability companycorporation (or is exempt from such requirements), is in good standing and has obtained all necessary licenses and approvals approvals, in all jurisdictions where jurisdiction in which the ownership or lease of property or the conduct of its business requires qualifications, licenses or approvals and in which failure to do so maintain such qualifications, licenses and approvals would materially and adversely affect Seller’s have a material adverse effect on the Purchased Assets or the ability of Seller to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to perform its obligations under 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, corporation and is in good standing as a corporation, and has obtained all necessary qualifications, licenses and approvals in all jurisdictions where in which the failure to do so would materially ownership or lease of its property and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, or the validity conduct of its business requires such qualifications, licenses or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsapprovals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions where each jurisdiction in which the failure to do so would qualify or to obtain such licenses and approvals would, in the reasonable judgment of the Seller, materially and adversely affect Seller’s ability to transfer the performance by the Seller of its obligations under this Agreement and the Receivables and the Other Conveyed Property to the Issuer pursuant to this AgreementPurchase Agreements, or the validity or enforceability of this Agreement, the Receivables and Purchase Agreements or the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsReceivables.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, company (or is in good standing exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction which requires such qualification except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s ability not render any credit card agreement relating to transfer any Account or any Receivables unenforceable by the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, Purchaser or the validity Trustee or enforceability of (ii) have a material adverse effect on the Receivables and Purchaser or the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsCertificateholders.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companyand, where necessary, is in good standing as a foreign entity (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the conduct of its businesses requires such qualification, except where the failure to do so qualify or obtain licenses or approvals would materially and adversely affect Seller’s not have a material adverse effect on its ability to transfer the Receivables perform its obligations under this Agreement and the Other Conveyed Property to the Issuer pursuant to this Trust Sale and Servicing 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, corporation and is in good standing as a corporation, and has obtained all necessary licenses and approvals in all jurisdictions where in which the failure to do so would materially and adversely affect Seller’s ability to transfer ownership or lease of its property and/or the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementconduct of its business requires such qualification, licenses 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 Documentsapprovals.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companybusiness, is in good standing standing, and has obtained all necessary licenses and approvals in all jurisdictions where the conduct of its business requires such qualifications, except where the failure to do be so qualified would materially and adversely affect Seller’s ability to 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 Documentsnot have a material adverse effect on any Sale.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, ----------------- and is in good standing as a corporation, and has obtained or will obtain all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so qualify or to obtain such licenses and approvals would materially and adversely affect Seller’s have a material adverse effect on its ability to 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 its obligations hereunder and under the Seller’s Basic Documentshereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions where each jurisdiction in which the failure to do so would qualify or to obtain such licenses and approvals would, in the reasonable judgment of the Seller, materially and adversely affect Seller’s ability to transfer the performance by the Seller of its obligations under this Agreement and the Receivables and the Other Conveyed Property to the Issuer pursuant to this Purchase Agreement, or the validity or enforceability of this Agreement, the Receivables and Purchase Agreement or the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsReceivables.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companybusiness, is in good standing standing, 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 business requires such qualification, licenses and/or approvals (except where the failure to do be so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementqualified, or to have obtained such licenses and/or approvals would not have a material adverse effect on (x) the legality, validity or enforceability of the Receivables and Contracts, (y) the Other Conveyed Property Trustee’s security interest in the Contracts or to perform Seller’s obligations hereunder and under (z) the Seller’s Basic Documentscollectability of the Contracts).

Due Qualification. The Seller is (i) duly qualified to do business as a foreign limited liability company, and is in good standing as a limited liability company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do so would materially qualify or have such qualifications, licenses and adversely affect Seller’s ability approvals could not reasonably be expected to 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 Documentshave a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing as a corporation and has obtained all necessary licenses and approvals in as required under the laws of all jurisdictions where in which the ownership or lease of its property and or the conduct of its business requires such qualification, standing, license or approval, except to the extent that the failure to do so qualify, maintain such standing or be so licensed or approved would materially and adversely affect Seller’s ability not reasonably be expected to 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 Documentshave a Material Adverse Effect.