Common use of Due Qualification Clause in Contracts

Due Qualification. The Purchaser shall be duly qualified to do business as a foreign limited liability company in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require each jurisdiction where any such qualifications and where the failure to do so qualify will have a material adverse effect on would materially and adversely affect the Purchaser’s ability of the Purchaser to conduct its business or perform its obligations under this Agreementand consummate the transactions contemplated by the Basic Documents.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require activities requires such qualifications and where qualification, license or approval, unless the failure to so qualify will obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Purchaser’s ability of the Purchaser to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company statutory trust in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require activities requires such qualifications and where qualification, license or approval, unless the failure to so qualify will obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Purchaser’s ability of the Purchaser to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which such qualification, license or approval is necessary for the ownership or lease performance of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementand consummation of the transactions contemplated by the Basic Documents.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, corporation (or is exempt from such requirement) and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications and qualification, except where the failure to so qualify will or obtain licenses or approvals would not have a material adverse effect on the its ability of the Purchaser to conduct its business or perform its obligations under this Agreement.;

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualification.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company business trust in good standing, and shall have has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, standing and shall have has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would, in the ability reasonable judgment of the Purchaser, materially and adversely affect the performance by the Purchaser to conduct its business or perform of its obligations under under, or the validity or enforceability of, this Agreement.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary material licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and qualifications, except where the failure to be so qualify will qualified or to have obtained such licenses or approvals would not have a material adverse effect on the ability of the Purchaser to conduct its Purchaser's earnings, business affairs or perform its obligations under this Agreementbusiness prospects.

Due Qualification. The Purchaser shall be duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and each jurisdiction where the failure to do so qualify will have a material adverse effect on would materially and adversely affect the Purchaser’s ability of the Purchaser to conduct its business or perform its obligations under this Agreementand consummate the transactions contemplated by the Basic Documents.

Due Qualification. The Purchaser shall be is duly qualified to do business and, where necessary, is in good standing as a foreign limited liability company in good standing, (or is exempt from such requirement) and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications and qualification, except where the failure to so qualify will or obtain licenses or approvals would not have a material adverse effect on the its ability of the Purchaser to conduct its business or perform its obligations under this Agreement.;

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to do so qualify will have a material adverse effect on would adversely affect the Purchaser’s ability to acquire the Conveyed Assets or the validity or enforceability of the Purchaser to conduct its business or perform its obligations under this AgreementConveyed Assets.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, the purchase of Receivables from CPS, the pledge of Collateral to the Trustee for the benefit of the Note Purchaser and the Noteholders pursuant to the Indenture, and the performance of its other obligations under this Agreement and each other Basic Document) shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is (A) duly qualified to do business and is in good standing as a foreign limited liability company in good standingeach jurisdiction where such qualification is necessary in order to perform its duties hereunder, and shall have (B) has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications as required under federal and where the failure state law that are necessary to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreement.duties hereunder and (C) is in compliance with its organizational documents;

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require requires such qualifications and qualification, licenses or approvals, except where the failure to do so qualify will have would not cause a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company business trust in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be duly qualified to do business as a foreign limited liability company in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreement.. -7- (iii)

Due Qualification. The Purchaser shall be duly qualified to do business as a foreign limited liability company in good standing, and shall have 7 obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, standing and shall have has obtained all necessary required licenses and approvals approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications and where the except those jurisdictions in which failure to be so qualify will qualified would not have a material adverse effect on the ability business or operations of the Purchaser to conduct its business or perform its obligations under this Agreementthe Purchaser’s performance hereunder.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and qualifications, 2 3 except where the failure of the Purchaser to so qualify will or obtain such licenses or approvals would not have a material adverse effect affect on the ability of Purchaser, the Purchaser to conduct its business Trust or perform its obligations under this Agreementany Receivable.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and qualifications, except where the failure of the Purchaser to so qualify will or obtain such licenses or approvals would not have a material adverse effect affect on the ability of Purchaser, the Purchaser to conduct its business Trust or perform its obligations under this Agreementany Receivable.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company statutory trust in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualification.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, (i) the purchase of Receivables from CPS, (ii) the pledge of Collateral to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement, and (iii) the performance of its other obligations under this Agreement and each other Loan Document) shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualifications.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to do so qualify will have a material adverse effect on would materially and adversely affect the Purchaser's ability to acquire the Receivables or the validity or enforceability of the Purchaser to conduct its business or perform its obligations under this AgreementReceivables.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company company, is in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require requires such qualifications qualification and where the failure to do so qualify will have a material adverse effect on would materially and adversely affect the Purchaser’s ability of to acquire the Purchaser Receivables or to conduct its business or perform its the Purchaser’s obligations under this Agreementhereunder.

Due Qualification. The Purchaser shall be Buyer is duly qualified to do business as a foreign limited liability company corporation in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions jurisdictions, in which the ownership or lease of its property or the conduct of its business shall require requires such qualifications and where qualification except to the extent that the failure to so qualify will comply therewith would not have a material adverse effect on the ability of the Purchaser Material Adverse Effect with respect to conduct its business or perform its obligations under this AgreementBuyer.

Due Qualification. The Purchaser shall be is duly qualified to do business as a foreign limited liability company in good standing, and shall have has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require requires such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreementqualification, licenses and/or approvals.