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 authorized to do transact 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 ownership or lease of property or the conduct of its business shall require such qualifications and in which the failure to do be so authorized would materially and adversely affect Seller’s ability to transfer have a material adverse effect on the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementbusiness, properties, assets, or the validity condition (financial or enforceability other) of the Receivables Seller and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documentsits subsidiaries, considered as one enterprise.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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, is corporation 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 '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 's obligations hereunder and under the Seller’s 's Basic Documents.

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 corporation 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 '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 's obligations hereunder and under the Seller’s 's Basic Documents.

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 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 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, is corporation 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 the 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 the Seller’s obligations hereunder and under the Seller’s Basic DocumentsRelated Documents to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 the Seller’s ability to transfer the respective Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Purchaser pursuant to this Agreement, or the validity or enforceability of the respective Subsequent Receivables and the Subsequent Other Conveyed Property or to perform the Seller’s obligations hereunder and under the Seller’s Basic Related Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Trust pursuant to this Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companycorporation, is in good standing standing, and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect the Seller’s ability to transfer the respective Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Purchaser pursuant to this Agreement, or the validity or enforceability of the respective Subsequent Receivables and the Subsequent Other Conveyed Property or to perform the Seller’s obligations hereunder and under the Seller’s Basic Related Documents.

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 corporation 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 '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 Series Trust Estate or to perform Seller’s 's obligations hereunder and under the Seller’s Basic DocumentsDocuments to which the Seller is a party.

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 other jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals, and except where the failure to do so would materially qualify or have such licenses or approvals has not had, 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 Agreementhave, 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 Documentsa 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 the failure to do so would materially and adversely affect the Seller’s 's ability to transfer the Receivables and the Other Conveyed Property to the Issuer Trust pursuant to this Agreement, 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 DocumentsReceivables.

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 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 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 Such Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 (i) such Seller’s 's ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, or (ii) the validity or enforceability of the Receivables and the Other Conveyed Property or (iii) such Seller's ability to perform Seller’s its obligations hereunder and under the such Seller’s Basic 's Related Documents.

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 Documentsearnings, business affairs or business 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 foreign 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, is company 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, except where the failure to do be so qualified and have such licenses and approvals would materially and adversely affect not have a material adverse effect on the Trust Estate, Seller’s ability performance of its obligations under the Basic Documents to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementwhich it is a party, or the business or condition (financial or otherwise) of the Seller or impair 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 Documentsany Receivable.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 '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 Series Trust Estate or to perform Seller’s 's obligations hereunder and under the Seller’s Basic Documents.Documents to which the Seller is a party. (d)

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, 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, 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 have a material adverse effect on (i) the Seller’s 's ability to transfer the Receivables and the Other Conveyed other Trust Property to the Issuer Trust pursuant to this Agreement, or (ii) the validity or enforceability of the Receivables and the Other Conveyed other Trust Property or (iii) the Seller's ability to perform Seller’s its obligations hereunder and under the Seller’s Basic its Related Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companycorporation, 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 DocumentsDocuments to which the seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is entity 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 and where the failure to do so qualify would materially and adversely affect Seller’s have a material adverse effect 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 . 41 (NAROT 2023-A Sale and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.Servicing Agreement)

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 in each case with respect to this clause (b) 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 corporation 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 Receivables and performance by the Other Conveyed Property to the Issuer pursuant to this AgreementSeller of its obligations under, or the validity or enforceability of, this Agreement, any of the Receivables and other Transaction Documents, the Other Conveyed Property Contracts or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsNotes.

Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company, company (or is in good standing 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 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, is corporation 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 's ability to transfer sell the Receivables and the Other Conveyed Property to the Issuer Borrower pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s 's obligations hereunder and under the Seller’s other Basic DocumentsAgreements.

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, is entity 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 and where the failure to do so qualify would materially and adversely affect Seller’s have a material adverse effect 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 . 41 (NAROT 2023-B Sale and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.Servicing Agreement)

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, 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, 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 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 company 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 the Seller’s '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 the Seller’s 's obligations hereunder and under the Seller’s Basic DocumentsDocuments to which it is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 DocumentsRelated Documents to which the Seller is a party.

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 Seller’s ability (i) render any Credit Card Agreement relating to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreementan Account, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under any Receivable unenforceable by the Seller’s Basic Documents, [ ] or the Trust and (ii) have a material adverse effect on the Investor Certificateholders.

Due Qualification. The Receivables Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 the Receivables Seller’s 's ability to transfer the Receivables and the Other Conveyed Property Collateral to the Issuer pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property Collateral or to perform the Receivables Seller’s '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, is corporation 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 '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 's obligations hereunder and under the Seller’s Basic DocumentsRelated Documents to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companycorporation, 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 Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Trust pursuant to this Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The related Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 such 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 such Seller’s obligations hereunder and under the such Seller’s Basic Documents.

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 the failure to do so preserve and maintain such qualification, licenses or approvals would materially and adversely affect Seller’s (i) the interests of the Agent or any Purchaser hereunder, (ii) the ability of Seller to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, perform its obligations hereunder or (iii) 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 Documentsany Pool Receivable.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 '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 's obligations hereunder and under the Seller’s Basic 's Related 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 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 related Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 such Seller’s '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 such Seller’s 's obligations hereunder and under the such Seller’s 's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 '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 's obligations hereunder and under the Seller’s Basic DocumentsRelated Documents to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 Receivables performance by the Seller of its obligations under this Agreement and the Other Conveyed Property other Basic Documents to the Issuer pursuant to this Agreementwhich it is a party, or the validity or enforceability of this Agreement, the Receivables and other Basic Documents to which it is a party or the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsReceivables.

Due Qualification. The related Seller is duly qualified to do business ----------------- as a foreign limited liability company, is corporation 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 such Seller’s '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 such Seller’s 's obligations hereunder and under the such Seller’s 's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 's ability to transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Purchaser pursuant to this Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Seller’s 's obligations hereunder and under the Seller’s Basic 's Related 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, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which failure to do so would materially qualify or to obtain such licenses and adversely affect approvals could reasonably be expected to render any Contract or any Scheduled Account unenforceable by the Seller or could reasonably be expected to have a material adverse effect on the Seller’s '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 Documentshereunder.

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 Documents.have a Material Adverse Effect. (c)

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 Documents.have a Material Adverse Effect. (c)

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, is corporation 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 the Seller’s 's ability to transfer the respective Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Purchaser pursuant to this Agreement, or the validity or enforceability of the respective Subsequent Receivables and the Subsequent Other Conveyed Property or to perform the Seller’s 's obligations hereunder and under the Seller’s Basic 's Related Documents.

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 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 activities requires such qualifications.

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 would materially qualify or 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 Agreementapprovals has, 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 foreign corporation, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where the each jurisdiction in which such 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 Transaction Documents 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 Documentswhich it is a party.

Due Qualification. The Seller is duly qualified to do business ----------------- as a foreign limited liability company, is corporation 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 '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 's obligations hereunder and under the Seller’s 's Basic Documents.

Due Qualification. The Such Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 such 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 such Seller’s obligations hereunder and under the such Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 the 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 the Seller’s obligations hereunder and under the Seller’s Basic Documents.

Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign limited liability company, 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 to 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, 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 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 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 not have a material adverse effect on its ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to perform its obligations as Seller 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, 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 [as a foreign limited liability companycorporation]/[, is 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, is company 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 requires 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). Section 3.03

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 Sellers 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 Sellers obligations hereunder and under the Seller’s Sellers Basic Documents.

Due Qualification. The 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 in all jurisdictions where the failure to do so would materially and adversely affect the Seller’s ability to transfer the respective Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Purchaser pursuant to this Agreement, or the validity or enforceability of the respective Subsequent Receivables and the Subsequent Other Conveyed Property or to perform the Seller’s obligations hereunder and under the Seller’s Basic Related Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 '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 Trust Estate or to perform Seller’s 's obligations hereunder and under the Seller’s Basic DocumentsDocuments to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business ----------------- as a foreign limited liability company, corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations under this Agreement or under the related Subsequent Transfer Instrument, as applicable (such Agreement or Subsequent Transfer Instrument, the "Transfer Agreement"), requires such qualification and has obtained all necessary licenses and approvals in all jurisdictions where which the failure so to do so qualify would materially and adversely affect Seller’s ability 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 's obligations hereunder and under the Seller’s Basic Documentsthereunder.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companycorporation, 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 's ability to transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Trust pursuant to this Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Seller’s 's obligations hereunder and under the Seller’s 's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability companycorporation, 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 '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 's obligations hereunder and under the Seller’s 's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as ----------------- a foreign limited liability company, is corporation 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 '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 's obligations hereunder and under the Seller’s 's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, and is in good standing and has obtained all necessary licenses and approvals (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 business as a foreign limited liability company, is corporation 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 's ability to transfer the Receivables and the Other Conveyed Property to the Issuer 55 Sale and Servicing Agreement Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s 's obligations hereunder and under the Seller’s 's Basic Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 '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 's obligations hereunder and under the Seller’s Basic 's Related Documents.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, company and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and has obtained all necessary licenses and approvals in all jurisdictions where which the failure so to do so would materially and adversely affect qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of Seller, or Seller’s ability to transfer the Receivables perform its applicable duties under this Framework Agreement and the Other Conveyed Property other Transaction Agreements 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 Documentswhich it is a party.

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 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 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, 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, is corporation 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 's ability to transfer the Receivables and the Other Conveyed Property Purchased Assets to the Issuer pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property Purchased Assets or to perform Seller’s 's obligations hereunder and under the Seller’s Basic DocumentsDocuments to which the Seller is a party.

Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company, is corporation 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 Sellers 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 Series Trust Estate or to perform Seller’s Sellers obligations hereunder and under the Seller’s Basic DocumentsDocuments to which the Seller is a party.

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 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 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, is corporation in good standing standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions where the failure to do so would materially and adversely affect the Seller’s 's ability to transfer the Receivables Allied Interests and the Other Conveyed Property Funding Note to the Issuer pursuant to this Agreement, Agreement or the validity or enforceability of the Receivables and Allied Interests or the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic DocumentsFunding Note.

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 in all jurisdictions where the failure to do so would materially and adversely affect the Seller’s ability to transfer the Receivables and the Other Conveyed Property Assets being conveyed by it to the Issuer Trust pursuant to this Agreement, 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 DocumentsAssets.