Common use of Due Qualification Clause in Contracts

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership business trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval approval, or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferor.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferee.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualifications except where when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership statutory trust, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require requires such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementqualification.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferee.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval approval, or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferor.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which required for the ownership or lease of property or the conduct performance of its business shall require such qualifications, except obligations under this Agreement and the other Basic Documents to which it is a party other than where the failure to have any obtain such license, license or approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its such obligations under this Agreementor on any Receivable or on the interest therein of the Issuer, the Noteholders or the Note Insurer.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business shall require such qualifications, except where and the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, performance of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementAgreement and the Basic Documents to which it is a party requires such qualification.

Due Qualification. The Such Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, corporation and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Agreement relating to an Account specified in the ownership applicable Receivables Purchase Agreement with such Transferor or lease of property any Receivable conveyed to the Trust by such Transferor unenforceable by such Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementNoteholders.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval approval, or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect Material Adverse Effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business business, is in good standing as a foreign limited partnership in good standingcorporation, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualificationsqualification, except where licenses or approvals and in which the failure so to have any qualify or to obtain such licenselicenses and approvals or to preserve and maintain such qualification, approval licenses or qualification would not have approvals could reasonably be expected to give rise to a material adverse effect on Material Adverse Effect with respect to the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferor.

Due Qualification. The Transferor is has been duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is shall be duly qualified to do business as a foreign limited partnership corporation in good standing, and has 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, except qualifications and where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not so qualify will have a material adverse effect on the ability of the Transferor to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect Material Adverse Effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.

Due Qualification. The Transferor Each of the Transferors is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualificationsqualification, except where to the extent that the failure to have any such licensebe so qualified, approval licensed or qualification approved would not have a material adverse effect on not, in the conditionaggregate, financial or otherwise, of the Transferor or would not have a material adverse effect on materially and adversely affect the ability of the such Transferor to perform its obligations under comply with the terms of this Agreement.Agreement and the other Transaction Documents to which it is a party;

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation, in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications,, except where the failure to have any such license, approval or qualification would could not reasonably be expected to have a material adverse effect on with respect to the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferor.

Due Qualification. The Such Transferor is duly qualified to do business and is in good standing as a foreign corporation or limited partnership in good standing, liability company and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to so qualify or to obtain such licenses and approvals would have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementan Adverse Effect.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation and is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to have any such licensedo so would materially and adversely affect the Purchaser’s performance of its obligations under, approval the validity or qualification would not have a material adverse effect on the conditionenforceability of, financial this Agreement or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementAssets.

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this AgreementAssignment.

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreement or the Receivables Purchase Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval licenses or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementapprovals.

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, [corporation]/[limited liability company] (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreement or the Receivables Purchase Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain any such license, license or approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of render any Receivable unenforceable that would otherwise be enforceable by the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementOwner Trustee.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property property, including the Receivables, or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to have any such license, approval or qualification so qualify would not be reasonably likely to have a material adverse effect on the conditionTransferor's business, financial operations, assets, revenues, properties or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementprospects).

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.. (iii)

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to have any so qualify or obtain such license, approval or qualification licenses and approvals would not be reasonably likely to have a material adverse effect on the conditionTransferor’s business, financial operations, assets, revenues or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementproperties).

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain such licenses and approvals would render any such licenseAccount Agreement or any Receivable transferred to Issuer by Transferor unenforceable by the Account Originator, approval Transferor, Servicer, Issuer or qualification Indenture Trustee and would not have a material adverse effect on the condition, financial or otherwise, interests of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementHolders.

Due Qualification. The Such Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, corporation and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Card Agreement relating to any Receivable conveyed to the ownership or lease of property Trust by such Transferor unenforceable by such Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementNoteholders.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which required for the ownership or lease of property or the conduct performance of its business shall require such qualifications, except obligations under this Agreement and the other Basic Documents to which it is a party other than where the failure to have any obtain such license, license or approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its such obligations under this Agreementor on any Receivable or on the interest therein of the Issuer, the Noteholders [or the Note Insurer].

Due Qualification. The Such Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any so qualify or to obtain such license, approval or qualification licenses and approvals would not have a material adverse effect on the conditionconduct of its business or render any Receivable unenforceable; provided, financial however, that no representation or otherwisewarranty is made with respect to any qualifications, of licenses or approvals which the Transferor or Trustee would not have a material adverse effect on to obtain to do business in any state in which the ability of the Transferor Trustee seeks to perform its obligations under this Agreementenforce any Receivable.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.. (iii)

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, [corporation]/[limited liability company] (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this AgreementAssignment.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Transferee. 5 (NALT 2024-B Series Certificate Transfer Agreement.)

Due Qualification. The Transferor is duly qualified to do ----------------- business as a foreign limited partnership company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property property, including the Receivables, or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation and is in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, the origination and servicing of the Receivables) shall require such qualifications, except where qualifications and in which the failure to have any such licensedo so would materially and adversely affect the Purchaser’s performance of its obligations under, approval the validity or qualification would not have a material adverse effect on the conditionenforceability of, financial this Agreement or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementAssets.

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

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain any such license, license or approval or qualification would not have a material adverse effect on render any Contract unenforceable that would otherwise be enforceable by the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTransferor.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Transferee. 5 (NALT 2020-A Trust SUBI Certificate Transfer Agreement.)

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Transferee. (NALT 2024-A Series Certificate Transfer Agreement.)

Due Qualification. The Each Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any so qualify or to obtain such license, approval or qualification licenses and approvals would not have a material adverse effect on the condition, financial or otherwise, interests of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementTrust hereunder.

Due Qualification. The Transferor is has been duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualifications except where when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company and is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to have any such licensedo so would materially and adversely affect the Purchaser’s performance of its obligations under, approval the validity or qualification would not have a material adverse effect on the conditionenforceability of, financial this Agreement or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementAssets.

Due Qualification. The Transferor is duly qualified to do business and ----------------- is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain such licenses and approvals would render any such license, approval Contract or qualification would not have a material adverse effect on the condition, financial or otherwise, of any Receivable unenforceable by the Transferor or would not have the Trust or has had, or could reasonably be expected to have, a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except licenses and/or approvals, other than where the failure to have any obtain such licensequalification, license or approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement., on any Receivable or on the interest therein of the Issuer, the Noteholders or the Insurer

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, liability company and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Card Agreement relating to an Account or any Receivable conveyed to the ownership or lease of property Trust by the Transferor unenforceable by the Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.Investor Securityholders. (c)

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, corporation and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Card Agreement relating to an Account or any Receivable conveyed to the ownership or lease of property Trust by the Transferor unenforceable by the Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementInvestor Certificateholders.

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained or will obtain all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any so qualify or to obtain such license, approval or qualification licenses and approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreementhereunder.

Due Qualification. The Transferor is Transferee shall be duly qualified to do business as a foreign limited partnership corporation in good standing, and has 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, except qualifications and where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not so qualify will have a material adverse effect on the ability of the Transferor Transferee to conduct its business or perform its obligations under this Agreement.

Due Qualification. The Transferor is has been duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualifications except where when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Transferee. (NALT 2023-A Series Certificate Transfer Agreement.)

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualification except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreementhereunder.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.. (iii)

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain such licenses and approvals would render any such licenseCredit Card Agreement or any Receivable transferred to the Trust by Transferor unenforceable by the Credit Card Originator, approval Transferor, Servicer or qualification Trustee and would not have a material adverse effect on the condition, financial or otherwise, interests of the Transferor Holders hereunder or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementany Supplement.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Transferee. 5 (NALT 2022-A Series Certificate Transfer Agreement.)

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, liability company (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreement or the Receivables Purchase Agreement.

Due Qualification. The Such Transferor is duly qualified to do ----------------- business and is in good standing as a foreign limited partnership in good standing, corporation and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Agreement relating to an Account specified in the ownership Receivables Purchase Agreement with such Transferor or lease of property any Receivable conveyed to the Trust by such Transferor unenforceable by such Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementNoteholders.

Due Qualification. The Transferor is duly qualified to do ----------------- business and, where necessary, is in good standing as a foreign limited partnership in good standing, liability company (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualification except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreementhereunder.

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign [corporation] [limited partnership in good standing, liability company] (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this AgreementAgreement or the applicable Related Documents.

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the Transferor, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Contract or any Advance unenforceable by the ownership or lease of property Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementCertificateholders.

Due Qualification. The Transferor is has been duly qualified to do business as a foreign limited partnership in good standing, and has 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, qualifications except where when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the Transferor, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require requires such qualificationsqualification, except where the failure to have so qualify, to be in good standing or to obtain such licenses and approvals would not render any such license, approval Contract or qualification Receivable unenforceable by the Transferor or the Trustee and would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementInvestor Certificateholders.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Such Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, corporation and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain such licenses and approvals would (i) render any Credit Agreement relating to an Account specified in the applicable Receivables Purchase Agreement with such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.any

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval approval, or qualification would not have a material adverse effect Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Transferor. 3 (NALT 20[•]-[•] Series Certificate Sale Agreement.)

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, liability company (or is exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Card Agreement relating to an Account specified in a Receivables Purchase Agreement with the ownership Transferor or lease of property any Receivable conveyed to the Trust unenforceable by the Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementNoteholders.

Due Qualification. The Transferor is has been duly qualified ----------------- to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualifications except where when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, qualifications and is duly qualified to do business as a foreign limited partnership in good standing in all such jurisdictions except where the failure to have any such license, approval or qualification so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementRights and Revenues.

Due Qualification. The Transferor Transferee is duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor Transferee or would not have a material adverse effect on the ability of the Transferor Transferee to perform its obligations under this Agreement.. (iii)

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingliability company (or is exempt from such requirement), and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any so qualify or to obtain such license, approval or qualification licenses and approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreement.

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign [corporation] [limited partnership in good standing, liability company] (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this AgreementAssignment.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, qualifications (except where the failure to have any such license, approval or qualification licenses and permits would not have a material adverse effect on the condition, Trust Estate or the business or condition (financial or otherwise, ) of the Transferor or would not have a material adverse effect on impair the ability enforceability of the Transferor to perform its obligations under this Agreementany Lease).

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which required for the ownership or lease of property or the conduct performance of its business shall require such qualifications, except obligations under this Agreement and the other Basic Documents to which it is a party other than where the failure to have any obtain such license, license or approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its such obligations under this Agreementor on any Receivable or on the interest therein of the Issuer, the Noteholders [or the Note Insurer].

Due Qualification. The Transferor is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership in good standing, liability company (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or each jurisdiction where the conduct of its business shall require requires such qualificationsqualification, except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this AgreementAssignment.

Due Qualification. The Transferor is duly qualified to do business ----------------- and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have so qualify or to obtain such licenses and approvals would render any such license, approval Contract or qualification would not have a material adverse effect on the condition, financial or otherwise, of any Receivable unenforceable by the Transferor or would not have the Trust or has had, or could reasonably be expected to have, a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualificationsqualification, except where to the extent that the failure to have any such licensebe so qualified, approval licensed or qualification approved would not have a material adverse effect on not, in the conditionaggregate, financial or otherwise, of the Transferor or would not have a material adverse effect on materially and adversely affect the ability of the Transferor to perform its obligations under comply with the terms of this Agreement.Agreement and the other Transaction Documents to which it is a party;

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material 3 adverse effect on the ability of the Transferor to perform its obligations under this Agreement.. (iii)

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the Transferor, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Contract or any Receivable unenforceable by the ownership or lease of property Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementCertificateholders.

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualificationsrequires qualification, except licenses or approvals and where the failure so to have any such licensequalify, approval to obtain the licenses and approvals or qualification to preserve and maintain the qualification, licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, substantial likelihood of the Transferor or would not have having a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.. 3 (iii)

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, liability company and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Card Agreement relating to an Account or any Receivable conveyed to the ownership or lease of property Trust by the Transferor unenforceable by the Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.Investor Certificateholders. (c)

Due Qualification. The Transferor is duly qualified to do ------------------ business and, where necessary, is in good standing as a foreign limited partnership in good standing, liability company (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, qualification except where the failure to have any such license, approval so qualify or qualification obtain licenses or approvals would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under this Agreementhereunder.

Due Qualification. The Such Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standing, liability company or foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to so qualify or to obtain such licenses and approvals would have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreementan Adverse Effect.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to have any such license, approval or qualification so qualify would not be reasonably likely to have a material adverse effect on the conditionTransferor's business, financial operations, assets, revenues, properties or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.prospects). 141

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership and is in good standing, standing (or is exempt from such requirements) and has obtained all necessary licenses and approvals with respect to the Transferor, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any so qualify or to obtain such license, approval or qualification licenses and approvals would not have a material materially adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the its ability of the Transferor to perform its obligations under the this Agreement.

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any so qualify or to obtain such license, approval or qualification licenses and approvals would not have a material adverse effect on the conditionconduct of its business or render any Receivable unenforceable; provided, financial however, that no representation or otherwisewarranty is made with respect to any qualifications, of licenses or approvals which the Transferor or Trustee would not have a material adverse effect on to obtain to do business in any jurisdiction in which the ability of the Transferor Trustee seeks to perform its obligations under this Agreementenforce any Receivable.

Due Qualification. The Such Transferor is duly qualified to do ----------------- business and is in good standing as a foreign limited partnership in good standing, corporation and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Agreement relating to an Account specified in the ownership applicable Receivables Purchase Agreement with such Transferor or lease of property any Receivable conveyed to the Trust by such Transferor unenforceable by such Transferor or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval Trust or qualification would not (ii) have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementNoteholders.

Due Qualification. The Transferor is duly qualified to do business and is in good standing as a foreign limited partnership in good standingcorporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualificationsrequires qualification, except licenses or approvals and where the failure so to have any qualify, to be in good standing, to obtain the licenses and approvals or to preserve and maintain such licensequalification, approval licenses or qualification approvals would not have a material adverse effect on the condition, financial or otherwise, substantial likelihood of the Transferor or would not have having a material adverse effect on the ability of the Transferor to perform its obligations under this AgreementMaterial Adverse Effect.

Due Qualification. The Transferor is duly qualified to do business as a foreign limited partnership corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business shall require such qualifications, except where and the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, performance of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.Agreement and the Basic Documents to which it is a party requires such qualification. (c)