Common use of Due Qualification Clause in Contracts

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, 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 qualifications, licenses or approvals (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 result in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company in good standing under the laws of each jurisdictionstanding, 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 so qualify or to obtain such license or approval could not reasonably would render any Receivable unenforceable that would otherwise be expected to result in a Material Adverse Effectenforceable by the Seller, the Sub-Servicer or the Owner Trustee.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a limited liability company, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (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 result in a Material Adverse Effectapprovals.

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or property, the conduct of its business and the performance of its obligations under this Agreement and the other Basic Documents requires such qualifications, licenses or approvals (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 result in a Material Adverse Effectqualification.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or and/or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where required in each jurisdiction in which the failure to be so qualify qualified or obtain such license or approval could not reasonably be expected approval, is likely to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualifications, licenses or approvals (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 result in a Material Adverse Effectqualification.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (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 result in a Material Adverse Effectand/or approvals.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties, the Securitization Property, the Issuer or the Securitization Bonds).

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals in all jurisdictions, jurisdictions in which the ownership or lease of its property property, including the Receivables, or the conduct of its business requires shall require such qualifications, licenses or approvals (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 result in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller's business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties, the Series Property, the Issuer or the Series A Bonds).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, licensed or obtain such license or approval could approved would not reasonably be expected to result in have a Material Adverse EffectEffect with respect to the Seller.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a statutory trust, and has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license approvals or approval could licenses would not be reasonably be expected to result in a Material Adverse Effectmaterial adverse effect on the Purchased Assets or the ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the a failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues, or approval could not reasonably be expected to result in a Material Adverse Effectproperties).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a corporation, and has obtained or will obtain all necessary licenses and approvals in all jurisdictionsapprovals, in each jurisdiction 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 so qualify or to obtain such license or approval could not reasonably be expected licenses and approvals would have a material adverse effect on its ability to result in a Material Adverse Effectperform its obligations hereunder.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standing under the laws as a limited liability company in its jurisdiction of each jurisdictionformation, and (ii) has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain have such license or approval qualifications, licenses and approvals could not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on its ability to perform its obligations hereunder.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a foreign corporation (or is exempt from such requirement), and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure so to so qualify or qualify, to obtain such license licenses and approvals or approval to preserve and maintain such qualification, licenses or approvals could not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties, the Deferred Fuel Cost Property, the Issuer or the Deferred Fuel Cost Bonds).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a corporation, and has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license approvals or approval could licenses would not be reasonably be expected to result in a Material Adverse Effectmaterial adverse effect on the Purchased Assets or the ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a corporation under the laws of each jurisdiction, the jurisdiction of its formation and has obtained all necessary licenses and approvals in as required under the laws of all jurisdictions, jurisdictions in which the ownership or lease of its property and or the conduct of its business requires such qualificationsqualification, licenses standing, license or approvals (includingapproval, as applicable, except to the origination, purchase, sale, pledge and servicing of the Receivables) except where extent that the failure to so qualify qualify, maintain such standing or obtain such license be so licensed or approval could approved would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standing under the laws as a corporation in its jurisdiction of each jurisdictionformation, and (ii) has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain have such license or approval qualifications, licenses and approvals could not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictionsapprovals, in each jurisdiction 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 so qualify or so obtain such license licenses and approvals would have, or approval could not reasonably be expected to result in have, a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and (or is in good standing under the laws of each jurisdictionexempt from such requirement), and has obtained all necessary licenses and approvals in all jurisdictionsor approvals, in each jurisdiction 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 so qualify or to obtain such license licenses or approval could not reasonably be expected approvals would have a material adverse effect on the Seller's ability to result in a Material Adverse Effectperform its obligations under this Agreement and the Cross-Guarantee Agreement.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a statutory trust, and has obtained all necessary licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license qualifications, licenses or approval could approvals would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, as a foreign 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 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 so qualify or to obtain such license licenses and approvals would have a material adverse effect on this Agreement or approval could not reasonably be expected the transactions contemplated hereby or on the ability of the Seller to result in a Material Adverse Effectperform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do transact business and is in good standing under the laws of each jurisdiction, jurisdiction and has obtained all necessary licenses and approvals in all jurisdictionsas required under Applicable Law, in which the ownership or lease of its property or the conduct of its business requires such qualificationseach case, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, licensed or obtain such license or approval approved, could not reasonably be expected to result in materially and adversely affect the ability of the Seller to perform its obligations under and comply with the terms of this Agreement and any other Related Document to which it is a Material Adverse Effect.party;

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not have a material adverse effect on the Seller’s business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or and/or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where required in each jurisdiction in which the failure to be so qualify qualified or obtain such license or approval could not reasonably be expected approval, as applicable, is likely to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under in the laws jurisdiction of each jurisdictionits formation, and has obtained or will obtain all necessary licenses and approvals in all jurisdictionsapprovals, in each jurisdiction 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 so qualify or to obtain such license licenses and approvals would have a material adverse effect on its ability to perform its obligations hereunder or approval could not reasonably be expected to result in a Material Adverse Effectunder the Sale Papers.

Due Qualification. The Seller is duly qualified to do business and business, is in good standing under the laws of each jurisdictionas a foreign corporation, and has obtained (or has filed all necessary applications for) 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 qualificationsqualification, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where in which the failure so to so qualify or to obtain such license licenses and approvals or approval to preserve and maintain such qualification, licenses or approvals could not reasonably be expected to result in give rise to a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals in all jurisdictions, each jurisdiction 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 so qualify or to obtain such license licenses and approvals would, in the reasonable judgment of the Seller, materially and adversely affect the performance by the Seller of its obligations under this Agreement and the Receivables Purchase Agreement, or approval could not reasonably be expected to result in a Material Adverse Effectthe validity or enforceability of this Agreement, the Receivables Purchase Agreement or the Receivables.

Due Qualification. The Seller is duly qualified to do business and and, where necessary, is in good standing under the laws of each jurisdiction, 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 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) qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder, and has full corporate power, authority and legal right to own its properties and conduct its business as such license or approval could not reasonably be expected to result in a Material Adverse Effectproperties are presently owned and such business is presently conducted.

Due Qualification. The Seller is duly qualified to do business and is in ----------------- good standing under the laws of each jurisdictionas a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdiction 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 in which failure to so qualify maintain such qualifications, licenses and approvals would have a material adverse effect on the Purchased Assets or obtain such license or approval could not reasonably be expected the ability of Seller to result in a Material Adverse Effectperform its obligations under this Agreement.

Due Qualification. The Each Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the its ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses license or approvals (includingapproval, as applicable, except to the origination, purchase, sale, pledge and servicing of the Receivables) except where extent that the failure to be so qualify qualified, or to obtain such license or approval could not reasonably be expected licenses and approvals would not, in the aggregate materially and adversely affect the ability of the Sellers to result in a Material Adverse Effect.perform their respective obligations under this Sale Agreement;

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a statutory trust, and has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, licensed or obtain such license or approval could approved would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a corporation, limited liability company or limited partnership, as applicable, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property Property or the conduct of its business requires such qualificationsqualification, licenses or approvals (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure so to so qualify would not be reasonably likely (either individually or obtain such license or approval could not reasonably be expected in the aggregate) to result in have a Material Adverse EffectEffect on the Seller.

Due Qualification. The Seller is duly qualified to do business business, and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or and/or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals or approval could to be so qualified would not reasonably be expected to result in cause a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business 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 qualificationsqualification, licenses or approvals (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to do so qualify or obtain such license or approval could not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and business, is in good standing under the laws of each jurisdictionstanding, 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 qualificationsqualification, licenses or and/or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, or obtain to have obtained such license licenses and/or approvals would not have a material adverse effect on (x) the legality, validity or approval could not reasonably be expected to result enforceability of the Contracts, (y) the Trustee’s security interest in a Material Adverse Effectthe Contracts or (z) the collectability of the Contracts).

Due Qualification. The Seller is (i) duly qualified to do business and is in good standing under the laws as a limited liability company in its jurisdiction of each jurisdictionformation, and (ii) has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain have such license or approval qualifications, licenses and approvals could not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, as a corporation and has obtained all necessary licenses and approvals in as required under the laws of all jurisdictions, jurisdictions in which the ownership or lease of its property and or the conduct of its business requires such qualificationsqualification, licenses standing, license or approvals (includingapproval, as applicable, except to the origination, purchase, sale, pledge and servicing of the Receivables) except where extent that the failure to so qualify qualify, maintain such standing or obtain such license be so licensed or approval could approved would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws as a corporation in its jurisdiction of each jurisdictionorganization, and has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified or obtain such license or approval could qualifications, licenses and approvals would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (includingand/or approvals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify or obtain such license or approval qualified could not reasonably be expected to result in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals in all jurisdictions, each jurisdiction in which the ownership or lease of its property or the property, conduct of its business or transfer of the Purchased Assets in accordance with the Transaction Documents requires such qualificationslicensing or qualification, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or to obtain such license licenses or approval could approvals would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standing under the laws as a corporation in its jurisdiction of each jurisdictionformation, and (ii) has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, licensed or obtain such license or approval could approved would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do transact business and is in good standing under the laws of each jurisdiction, jurisdiction and has obtained all necessary licenses and approvals in all jurisdictionsas required under Legal Requirements, in which the ownership or lease of its property or the conduct of its business requires such qualificationseach case, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, licensed or obtain such license or approval approved, could not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.;

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, 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 qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the [Carvana] Receivables) except where the failure to so qualify or obtain such license or approval could not reasonably be expected to result in a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a corporation, and has obtained all necessary licenses and approvals in all jurisdictions, jurisdictions in which the ownership or lease of its property and or the conduct of its business requires such qualificationsbusiness, licenses or approvals (including, as applicable, including the origination, purchase, sale, pledge origination and servicing of the Receivables) , requires such qualification, licenses or approvals, except where to the extent that the failure to so qualify have such licenses or obtain such license or approval could approvals would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionstanding, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller-s business, operations, assets, revenues or approval could not reasonably be expected to result in a Material Adverse Effectproperties).

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or and/or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where required in -13- each jurisdiction in which the failure to be so qualify qualified or obtain such license or approval could not reasonably be expected approval, is likely to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction(or is exempt from such requirement), and has obtained all necessary licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure so to so qualify or qualify, to obtain such license licenses and approvals or approval could not reasonably be expected to result in preserve and maintain 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 and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals in all jurisdictions, each jurisdiction 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 so qualify or to obtain such license licenses and approvals would, in the reasonable judgment of the Seller, materially and adversely affect the performance by the Seller of its obligations under this Agreement and the Receivables Purchase Agreements, or approval could not reasonably be expected to result in a Material Adverse Effectthe validity or enforceability of this Agreement, the Receivables Purchase Agreements or the Receivables.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a corporation, and has obtained or will obtain all necessary licenses and approvals in all jurisdictionsapprovals, in each jurisdiction 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 so qualify or to obtain such license or approval could not reasonably be expected licenses and approvals would have a material adverse effect on its ability to result in a Material Adverse Effectperform its obligations under any Transaction Document.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standing under the laws as a statutory trust in its jurisdiction of each jurisdiction, organization and (ii) has obtained all necessary qualifications, licenses and approvals 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 (includingapprovals, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to be so qualify qualified, licensed or obtain such license or approval could approved would not reasonably be expected to result in have a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing under the laws of each jurisdictionas a corporation, and has obtained all necessary qualifications, licenses and approvals approvals, in all jurisdictions, jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualificationsqualification, licenses or approvals (includingapprovals, 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 qualifications, licenses and approvals would not reasonably be expected to result in have a Material Adverse Effect.