Common use of Organization and Good Standing Clause in Contracts

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State state of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full the power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties assets and to conduct its transact the business as in which it is currently engaged. The Seller has obtained all necessary licenses and approvals, and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such properties are currently owned and such business is presently conductedauthorization.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full the power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties assets and to conduct its transact the business as in which it is currently engaged. The Seller is duly authorized to transact business and has obtained all necessary licenses and approvals, and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such properties are currently owned and such business is presently conductedauthorization.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing compliance under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted., had at all relevant times, and now has, power, authority, and legal right to acquire and own the Transferred Assets and to perform its obligations hereunder and under any Transaction Document to which it is a party;

Organization and Good Standing. The Seller is duly formed and validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has and had at all relevant times, full power, authority and legal right to acquire and own the Contracts.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Such Seller is a limited liability company or a corporation, as applicable, duly organized and formed, validly existing and in good standing under the laws of the State of Delaware and has full all requisite power and authority under to own, lease and operate its constitutional documents business as currently conducted. Such Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction that its jurisdiction business, as currently being conducted, shall require it to own its properties and be so qualified, except where the failure to conduct its business be so qualified would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole or such properties are currently owned and such business is presently conductedSeller.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has and had at all relevant times, full power, authority, and legal right to acquire and own the Dealer Loans and the related Contracts.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and lease the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Organization and Good Standing. The Seller is a Delaware limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedconducted and is proposed to be conducted pursuant to this Agreement and the other Transaction Documents.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State Laws of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with full corporate power and authority under its constitutional documents to execute and under deliver this Agreement and perform and consummate the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedtransactions contemplated hereby.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Assignment.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted., and to execute, deliver and perform its obligations under this Assignment;

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company Delaware business trust duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently 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 transferred to the Trust.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment.

Organization and Good Standing. The Seller is a limited liability company Delaware corporation, duly organized organized, validly existing, and validly existing in good standing under the laws of the State state of Delaware and has every state in which it is qualified to do business, and in each jurisdiction in which the Assets are located, with full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such it is now being conducted, and to own or use the properties are currently owned and such business assets that it purports to own or use. Seller is presently conductednot a “foreign person” for purposes of Section 1445 or Section 7701 of the IRC.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware Delaware. Each of the LLCs is a limited liability company duly organized, validly existing, and has full power and authority under its constitutional documents and in good standing under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedthe State of Delaware.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with limited liability company power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedbusiness.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties property and to conduct its business as such properties are currently presently owned and as such business is presently conductedconducted and to execute, deliver, and perform its obligations under this Agreement and each other document or instrument to be delivered by the Seller hereunder.

Organization and Good Standing. The Seller is a limited liability company partnership duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full the power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties assets and to conduct its transact the business as in which it is currently engaged. The Seller is duly qualified to do business 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 properties are currently owned qualification and such business is presently conductedin which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Seller.

Organization and Good Standing. The Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, has full legal power to carry on its business as now conducted, is authorized to hold title to the Properties and authority under its constitutional documents is in good standing and under the laws of its jurisdiction to own its properties and duly qualified to conduct its business as such properties are currently owned and such business is presently conductedin the State of North Dakota except where the failure to be so qualified or in good standing would not result in a material adverse effect on Seller, the Properties or the transactions contemplated by this Agreement.

Organization and Good Standing. The Seller is a limited liability company an entity duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the State state of Delaware and has full power and authority under its constitutional documents and Delaware. The Seller is in good standing under the laws Laws of its the state of Texas and each other jurisdiction to own its properties and to conduct its business as which requires such properties are currently owned and qualification, except where the lack of such business is presently conductedqualification would not have a Material Adverse Effect.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is a party.

Organization and Good Standing. The Seller is a limited liability company partnership duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently at present owned and such business is presently at present conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State state of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.. (b)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to execute and deliver to the Trustee the Certificates pursuant hereto.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, has all requisite corporate power to own, lease and has full power operate the Purchased Assets and authority under its constitutional documents is duly qualified to do business and under is in good standing in the laws State of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedOregon.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has full legal power to carry on its business as now conducted, is authorized to hold title to the Properties and authority under its constitutional documents is in good standing and under the laws of its jurisdiction to own its properties and duly qualified to conduct its business as such properties are currently owned in Texas and such business is presently conductedNew Mexico.

Organization and Good Standing. The Seller is a limited liability company company, duly organized and validly existing in good standing under the laws Laws of the State of Delaware and has full all requisite limited liability company power and authority under to own, lease and operate its constitutional documents and under properties, including the laws of its jurisdiction to own its properties Assets, and to conduct carry on its business as currently conducted. Seller is duly licensed or qualified to do business as a foreign limited liability company in the jurisdictions listed in Schedule 3.1 and is in good standing in all such properties are currently owned and jurisdictions in which such business qualification is presently conductedrequired by Law, except where the failure to be so qualified would not have a Seller Material Adverse Effect.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Seller has full the requisite power and authority under its constitutional documents to own, lease and under the laws of its jurisdiction to own operate its properties and to conduct carry on its business as such properties are currently owned and such business is presently now conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each other Series Document to which it is a party.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is a party.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full Delaware, with the requisite limited liability company power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties as such properties are currently owned and to conduct its business as such properties are currently owned and such business is presently conductednow conducted by it, and has the requisite limited liability company power and authority to own the Membership Interests. Schedule 3.01 lists the Seller’s current directors and senior officers as of the date hereof.

Organization and Good Standing. The Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents Organizational Documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted., and had at all relevant times, and has, corporate power, authority and legal right to acquire and own the Receivables. 41 (Nissan 2016-A Sale and Servicing Agreement)

Organization and Good Standing. The Seller is a limited liability company duly organized and corporation validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power to own, operate and has full power and authority under lease its constitutional documents and properties, to perform all of its obligations under the laws of its jurisdiction agreements and instruments to own its properties which it is a party or by which it is bound, and to conduct carry on its business as such properties are currently owned and such business it is presently now being conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted. The Seller had at all relevant times, and now has, all necessary power, authority and legal right to own and sell the KF Purchased Assets.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, with full power and authority to enter into this Agreement. Seller has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such and to own or use the properties are currently owned and such business is presently conductedassets that Seller purports to own or use in conducting its business.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with full limited liability company power and authority under to carry on its constitutional documents business and under the laws of its jurisdiction to own or lease and to operate its properties as and to conduct its in the places where such business as is conducted and such properties are currently owned and such business is presently conductedowned, leased or operated.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and ------------------------------ organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and lease the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full power and authority under its constitutional documents and under is in good standing as a foreign corporation in each other jurisdiction where the laws of its jurisdiction to own its properties and to conduct its owned, leased or operated or the business as conducted by it requires such properties are currently owned and such business is presently conductedqualification.

Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full (subject to Section 5.1(f)), with all requisite limited liability company power and authority under its constitutional documents and under the laws of its jurisdiction to own or lease its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has all necessary power, authority and legal right to acquire and own the Sale Portfolio and to Sell such Sale Portfolio to the Purchaser hereunder.

Organization and Good Standing. The Seller is a limited liability company corporation that has been duly organized incorporated and is validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller is the sole beneficiary of the Subscriber Contracts. Seller has full the power and authority under its constitutional documents and under the laws to own all of its jurisdiction property and assets and is qualified to own its properties and to conduct carry on its business as such properties are currently owned and such business it is presently now being conducted. PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority under to own, lease and operate its constitutional documents properties and to carry on its business. The Seller is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of its each jurisdiction where such qualification or authorization is required, except where the failure to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedbe so qualified or authorized would not have a Material Adverse Effect.

Organization and Good Standing. The Seller is a limited liability company partnership, duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned or conducted, and such business to execute, deliver and perform its obligations under this Agreement, the Settlement Purchase Agreements, and each of the other Operative Documents to which it is presently conducteda party.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted., and to execute, deliver and perform its obligations under this Agreement. (c)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

Organization and Good Standing. The Seller is a Delaware limited liability company company, duly organized and organized, validly existing and in good standing under the laws of Delaware. There are no pending, or to the State knowledge of Delaware and has full power and authority under its constitutional documents and under the laws Seller, threatened, actions for dissolution, liquidation or insolvency of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedSeller.

Organization and Good Standing. The Seller is a limited liability company duly Delaware statutory trust organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction of organization and has all powers, and has been duly qualified and is in good standing (as applicable) in every jurisdiction in which the failure to own its properties and be so qualified and/or in good standing is likely to conduct its business as such properties are currently owned and such business is presently conductedhave a material adverse effect on the Debtholders.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction Delaware. The Seller is duly qualified to own its properties and to conduct its do business as a foreign limited liability company in good standing in all other jurisdictions which require such properties are currently owned and such business is presently conductedqualification, except to the extent that failure to so qualify would not have a Material Adverse Effect.

Organization and Good Standing. The Seller is a limited liability company duly organized and formed, validly existing and in good standing under the laws Laws of the State of Delaware and has full Delaware, having all requisite company power and authority under its constitutional documents to execute, deliver, and under perform the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedtransactions contemplated hereby.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with all the requisite power and authority under its constitutional documents and under to carry on the laws of its jurisdiction business in which it is engaged, to own its the properties it owns and to conduct its business as such properties are currently owned execute and such business is presently conducteddeliver this Agreement and to consummate the transactions contemplated hereby.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedthe Acquired Assets.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full all limited liability company power and authority under its constitutional documents to own, occupy and under operate the laws Purchased Assets. Seller is duly qualified to do business and is in good standing in all other jurisdictions in which the ownership of its jurisdiction the Purchased Assets make such qualification necessary, except where the failure to own its properties and to conduct its business be so qualified would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement, taken as such properties are currently owned and such business is presently conducteda whole.

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned or conducted as contemplated by the Transaction Documents, and such business is presently conducted.to execute, deliver and perform its obligations under this Agreement. (b)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full all necessary power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct carry on its business as such properties are currently owned now being conducted and such business is presently proposed to be conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties enter into this Agreement and to conduct its business as such properties are currently owned and such business is presently conductedcarry out the transactions contemplated hereby.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties property and to conduct its business as such properties are currently presently owned and as such business is presently conductedconducted and to execute, deliver and perform its obligations under this Agreement and each other document or instrument to be delivered by the Seller hereunder (collectively, the "Sale Papers").

Organization and Good Standing. The Seller is a limited liability company partnership duly organized and validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under is qualified to transact business in the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business state where the Property is presently conductedlocated.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents to own, operate and under the laws of its jurisdiction to own lease its properties and to conduct carry on its business as such properties are currently owned now conducted and such business is as presently proposed to be conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full all requisite corporate power to own, operate and authority under its constitutional documents and under the laws of its jurisdiction to own lease its properties and to conduct carry on its business as such properties are currently owned and such business the same is presently now being conducted.

Organization and Good Standing. The (a) Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full all requisite power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducteddispose of the Membership Interests.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full power is duly qualified to do business and authority under its constitutional documents and under is in good standing as a foreign company in every jurisdiction where the laws nature of its jurisdiction business requires it to own its properties and be so qualified, except where the failure to conduct its business as such properties are currently owned and such business is presently conducted.be so qualified would not have a Material Adverse Effect. 758444419 21691544 55

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has full Delaware, with the power and authority under its constitutional documents certificate of incorporation and by-laws and under the laws of its jurisdiction Delaware to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a Delaware limited liability company company, duly organized formed, validly existing, and validly existing in good standing under the laws of the State state of Delaware and has every state in which it is qualified to do business, with full company power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such it is now being conducted, and to own or use the properties are currently owned and such business assets that it purports to own or use. Seller is presently conductednot a “foreign person” for purposes of Section 1445 or Section 7701 of the IRC.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and lease the Properties and to conduct carry on its business as such properties it is now being conducted. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own or lease its properties and to conduct its business as such properties are currently presently owned or leased and such business is presently conducted, and to execute, deliver and perform its obligations under the Transaction Documents.

Organization and Good Standing. The Seller is a limited liability company ------------------------------ company, duly organized and formed, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with organizational power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such it is now being conducted, to own or use the properties are currently owned and such business assets that it purports to own or use and to perform all its obligations under this Agreement, each Concurrent Agreement, the Stock Purchase Agreement and each other agreement entered into in connection therewith to which it is presently conducteda party.

Organization and Good Standing. The Seller is a limited liability company duly organized and company, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its and lease the properties and assets it currently owns and leases and to conduct carry on its business as such properties are currently owned and such business is presently conducted.currently conducted and Seller is duly qualified to do business as a foreign corporation and is in good standing in the jurisdiction where the Assets are located;

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, has all requisite corporate power to own, lease and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own operate its properties and to conduct carry on its business as now being conducted and is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction in which it owns or leases property or conducts any business so as to require such properties are currently owned and such business is presently conductedqualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Seller’s ability to perform its obligations under this Agreement.

Organization and Good Standing. The Seller is a limited liability company duly organized and company, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite power and authority under its constitutional documents to own, lease and under the laws of its jurisdiction to own operate its properties and to conduct carry on its business as now conducted. Seller is duly qualified or authorized to do business in each jurisdiction in which the nature of its business makes such properties are currently owned and such business is presently conductedqualification or authorization necessary, except where the failure to be so qualified, authorized or in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization and Good Standing. The Seller is a limited liability company Delaware Corporation, duly organized organized, validly existing, and validly existing in good standing under the laws of the State state of Delaware and has every state in which it is qualified to do business, with full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such it is now being conducted, and to own or use the properties are currently owned and such business assets that it purports to own or use. Seller is presently conductednot a “foreign person” for purposes of Section 1445 or Section 7701 of the IRC.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties (including the Receivables and Other Conveyed Property) and to conduct its business as such properties are currently owned and such business is presently currently conducted.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full all necessary corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct carry on its business as such properties are currently owned and such business is presently conducted.

Organization and Good Standing. The Seller is a limited liability company duly corporation organized and validly existing in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and as such business is presently conductedconducted and to execute, deliver and perform its obligations under this Agreement and each other document or instrument to be delivered by the Seller hereunder (collectively, the "Sale Papers").

Organization and Good Standing. The Seller is a limited liability company duly organized and corporation validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted., to execute, deliver and perform its obligations under this Agreement and each Supplement and to execute and deliver to the Trustee the Certificates pursuant hereto. (b)

Organization and Good Standing. The (a) Seller is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware and has Delaware, with full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such it is now being conducted, to own or use its properties are currently owned and such assets, and to perform all its obligations under its contracts. Seller is duly qualified to do business as a foreign corporation and is presently conductedin good standing under the laws of each state or other jurisdiction set forth in Schedule 2.1.

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full power is duly qualified to do business and authority under its constitutional documents and under is in good standing as a foreign company in every jurisdiction where the laws nature of its jurisdiction business requires it to own its properties and be so qualified, except where the failure to conduct its business as such properties are currently owned and such business is presently conductedbe so qualified would not have a Material Adverse Effect.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State state of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and the Purchased Assets. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Purchased Assets are currently owned and such business is presently conductedlocated.

Organization and Good Standing. The Seller is a limited liability company corporation duly organized formed and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Assignment.