Common use of Organization and Good Standing Clause in Contracts

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has shall have been duly organized and is shall be validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and shall now hashave, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been is a limited liability company duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of Delaware, with and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and to perform its obligations under and consummate the Other Conveyed Property to be transferred to Purchasertransactions contemplated by the Basic Documents.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the EFLLC Receivables and the EFLLC Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Issuer.

Organization and Good Standing. The Seller has been duly organized formed and is validly existing as a corporation an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.;

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has and had at all relevant times, and now has, full power, authority authority, and legal right to acquire, acquire and own and sell the Receivables Loans and the Other Conveyed Property to be transferred to Purchaserrelated Contracts.

Organization and Good Standing. The Seller has been is duly organized and is organized, validly existing as a corporation in good standing under the laws of the State of Delaware, with and has the power and authority to own its properties and to conduct its the business as such properties are currently owned and such business in which it is currently conductedengaged, and had at all relevant times, and now has, the power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized established and is validly existing as a corporation business trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing limited liability company under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, power, authority and legal right is proposed to acquire, own and sell the Receivables be conducted pursuant to this Agreement and the Other Conveyed Property to be transferred to Purchaserother Basic Documents.

Organization and Good Standing. The Seller has been is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, corporate power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, corporate power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, corporate power, authority and legal right to acquireacquire and own the Receivables. The location of the Seller's chief executive office and principal place of business is Torrance, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserCalifornia.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation limited liability company in good standing standing, under the laws of the State of Delaware, with all requisite company power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, has all necessary power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserCollateral.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the corporate power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and organized, is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware with power and authority to own its properties and to conduct its business businesses as such properties are currently owned and such business is currently conducted, and has had at all relevant times, and now has, the power, authority and legal right to acquire, own and sell the Subsequent Receivables and the Subsequent Other Conveyed Property to be transferred to the Purchaser.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.Receivables;

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, power, authority and legal right is proposed to acquire, own and sell the Receivables be conducted pursuant to this Agreement and the Other Conveyed Property to be transferred to PurchaserBasic Documents.

Organization and Good Standing. The Seller has been duly organized formed and is validly existing as a corporation limited liability company solely under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be other property transferred to Purchaserthe Trust.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation Delaware limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, full power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserother Trust Property.

Organization and Good Standing. The Seller has shall have been duly organized and is shall be validly existing as a corporation limited partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. Seller has been duly organized and is validly existing as a Delaware corporation in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, full power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property other properties and rights included in the Owner Trust Estate assigned to be transferred Issuer pursuant to PurchaserArticle II.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation statutory trust in good standing under the laws of the State of Delaware, with the trust power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation Delaware statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the EFIT Receivables and the EFIT Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation limited liability company in good standing standing, under the laws of the State of Delaware, with all requisite company power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, has all necessary power, authority and legal right to acquire, own own, pledge and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserCollateral.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently conducted, presently conducted and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserSamco Receivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation Delaware limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, full power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property other properties and rights included in the Owner Trust Estate assigned to be transferred Issuer pursuant to PurchaserArticle II.

Organization and Good Standing. The Seller has shall have been duly organized and is shall be validly existing as a corporation limited partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with the requisite power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the requisite power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, corporate power, authority and legal right to acquireacquire and own the Receivables. The location of the Seller’s chief executive office is in Nashville, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserTennessee.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, corporate power, authority and legal right to acquireacquire and own the Receivables. The location of the Seller’s chief executive office is in Franklin, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserTennessee.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized formed and is validly existing as a corporation limited liability company solely under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Subsequent Receivables and the related Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has shall have been duly organized and is shall be validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the power, authority and legal right to acquire, own and sell service the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been is a corporation duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and . The Seller had at all relevant times, and now has, all necessary power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserARSC Purchased Assets.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, corporate power, authority and legal right to acquireacquire and own the Receivables. The location of the Seller’s chief executive office and principal place of business is Torrance, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserCalifornia.

Organization and Good Standing. The Seller has been is a corporation duly ------------------------------ organized and is validly existing as a corporation and in good standing under the laws law of the State of DelawareDelaware and has, with power in all material respects, full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant timesto execute, deliver and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.perform its obligations under this Assignment;

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now haswill have, power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently conducted, presently conducted and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserLinc Receivables.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, the power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserPool Assets.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.;

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.Specified Assets;

Organization and Good Standing. The related Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has shall have been duly organized and is shall be validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. Seller has been is a corporation duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and . Seller had at all relevant times, and now has, all necessary power, authority authority, and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserRelated Assets.

Organization and Good Standing. The Seller has been is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with and has the power and authority to own its properties and to conduct its the business as such properties are currently owned and such business in which it is currently conductedengaged, and had at all relevant times, and now has, the power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized established and is validly existing as a corporation statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation limited liability company in good standing standing, under the laws of the State of Delaware, with all requisite company power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserPurchased Collateral.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently presently conducted, and had at all relevant times, and now hasshall have, power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.Receivables. (b)

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Unaffiliated Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables Mortgage Loans and the Other Conveyed Property to be transferred to Purchaserthe Depositor.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing limited liability company under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation limited liability company in good standing standing, under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserCollateral.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently conducted, presently conducted and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, own and sell service the Receivables and the Other Conveyed Property transferred by it to be transferred to the Purchaser.

Organization and Good Standing. The Receivables Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be Collateral transferred to Purchaserthe Issuer.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.;

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation Delaware limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, full power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property other properties and rights included in the Owner Trust Estate assigned to be transferred the Trust pursuant to PurchaserArticle II.

Organization and Good Standing. The Seller has been duly ------------------------------ organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority authority, and legal right to acquire, own own, dispose of, and sell otherwise deal with, the Receivables and the Other Conveyed Property to be transferred to PurchaserPool Receivables.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation [_______] in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the [Seller] Receivables and the [Seller] Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Unaffiliated Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables Mortgage Loans and the Other Conveyed Property to be transferred to Purchaser.the Depositor;

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserPool Assets.

Organization and Good Standing. The Seller has been is duly ------------------------------ organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation statutory trust in good standing standing, under the laws of the State of Delaware, with all requisite trust power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, has all necessary power, authority and legal right to acquire, own own, pledge and sell the Receivables and Assets in the Other Conveyed Property to be transferred to PurchaserAsset Pool.

Organization and Good Standing. The Seller has been duly organized incorporated and is validly existing as a corporation in good standing solely under the laws of the State of Delaware, in good standing thereunder, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Subsequent Receivables and the related Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of DelawareDelaware (subject to Section 5.1(f)), with all requisite corporate power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire, acquire and own the Sale Portfolio and sell to Sell such Sale Portfolio to the Receivables and the Other Conveyed Property to be transferred to PurchaserPurchaser hereunder.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserReceivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire, acquire and own each Collateral Obligation and to sell or contribute such Collateral Obligation to the Receivables and the Other Conveyed Property to be transferred to PurchaserIntermediate Seller hereunder.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are shall be currently owned and such business is currently conducted, presently conducted and had at all relevant times, and now hasshall have, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserTransferred Receivables.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business businesses as such properties are currently presently owned and such business is currently businesses are presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.;

Organization and Good Standing. Seller has been duly organized and is validly existing as a Delaware corporation in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, full power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserother Trust Property.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire, acquire and own each Collateral Obligation and to sell or contribute such Collateral Obligation to the Receivables and the Other Conveyed Property to be transferred to PurchaserClosing Date Seller hereunder.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property sold to be transferred to Purchaserthe Borrower.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant times, and now has, all necessary power, authority authority, and legal right to acquire, acquire and own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserPool Receivables.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation in good standing standing, under the laws of the State of Delaware, with all requisite corporate power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and . The Seller had at all relevant times, and now has, has all necessary power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to PurchaserAssets.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with has all requisite corporate power and authority to own and operate its properties and assets and to conduct carry on its business as such properties are currently owned now conducted and such business is currently as proposed to be conducted, to execute and had at all relevant timesdeliver this Agreement and carry out the provisions hereof, and now has, power, authority and legal right to acquire, own and sell deliver the Receivables and shares of Common Stock that the Other Conveyed Property to be transferred to PurchaserBuyer is purchasing hereunder.

Organization and Good Standing. The Seller has been duly organized incorporated and is validly existing as a corporation solely under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust.

Organization and Good Standing. The Seller has been duly organized organized, and is validly existing as a corporation limited liability company in good standing standing, under the laws of the State of Delaware, with all requisite company power and authority to own or lease its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and now has, has all necessary power, authority and legal right to acquire, own and sell the Receivables and Assets in the Other Conveyed Property to be transferred to PurchaserAsset Pool.

Organization and Good Standing. The Seller has been duly organized formed and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned presently conducted and such business is currently conducted, has the power and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables convey all of its properties and to execute and deliver this Agreement and the Other Conveyed Property applicable Transaction Documents and to be transferred to Purchaserperform the transactions contemplated hereby and thereby.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserthe Trust. The Seller is not organized under the laws of any other State.

Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the power and authority to execute and legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conducted, presently conducted and had at all relevant times, and now has, full power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property other properties and rights included in the Owner Trust Estate assigned to be transferred Issuer pursuant to PurchaserArticle II.

Organization and Good Standing. The Seller has been is a limited ------------------------------ partnership duly organized and is validly existing as a corporation and in good standing under the laws law of the State of DelawareDelaware and has, with power in all material respects, full power, authority and authority legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently presently conducted, and had at all relevant timesto execute, deliver and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaserperform its obligations under this Assignment.