Common use of Due Qualification Clause in Contracts

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and as a foreign limited liability company, is in good standing, standing and has obtained all necessary licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to do so qualify would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to this Agreement, or obtain such licenses the validity or enforceability of the Receivables and approvals would not be reasonably likely the Other Conveyed Property or to have a material adverse effect on perform Seller’s obligations hereunder and under the Seller’s business, operations, assets, revenues or properties)Basic Documents.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a limited liability company, 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)approvals.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding under the laws of each jurisdiction, and has obtained all necessary licenses and approvals, 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, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such licenses and approvals would license or approval could not reasonably be reasonably likely expected to have result in a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company 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 so qualify or to obtain such licenses and approvals license or approval would not render any Receivable unenforceable that would otherwise be reasonably likely to have a material adverse effect on enforceable by the Seller’s business, operations, assets, revenues the Sub-Servicer or properties)the Owner Trustee.

Due Qualification. The Seller is duly qualified to do business and is as a limited 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 its property, the conduct of its business shall require and the performance of its obligations under this Agreement and the other Basic Documents requires such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)qualification.

Due Qualification. The Seller is duly qualified to do business and is as a limited 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 its property, the conduct of its business shall require and the performance of its obligations under this Agreement and the Basic Documents requires such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)qualification.

Due Qualification. The Seller is duly qualified to do business and 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 qualificationsqualification, licenses or and/or approvals (except where as required in each jurisdiction in which the failure to be so qualify qualified or obtain such licenses and approvals would not be reasonably license or approval, is likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and 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 qualificationsqualification, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)and/or approvals.

Due Qualification. The Seller is duly qualified to do business and as a limited liability company, is in good standingstanding as a foreign limited liability company, 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, licenses or approvals (approvals, except where the failure to do so qualify or obtain such licenses and approvals would could not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties, the Securitization Property, the Issuer or the Securitization Bonds).

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company in good standing, and has obtained all necessary licenses and approvals, 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s 's business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and as a limited liability company, is in good standing, standing as a foreign limited liability company 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, licenses or approvals (approvals, except where the failure to do so qualify or obtain such licenses and approvals would could not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals, in all jurisdictions in which approvals with respect to the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Seller required under applicable law.

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties, the Series Property, the Issuer or the Series A Bonds).

Due Qualification. The Seller is duly qualified to do ------------------ business and is as a foreign 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s 's business, operations, assets, revenues revenues, properties or propertiesprospects).

Due Qualification. The Seller is duly qualified to do business and business, is in good standing, standing and has obtained all necessary licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to do so qualify would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or obtain such licenses the validity or enforceability of the Receivables and approvals would not be reasonably likely the Other Conveyed Property or to have a material adverse effect on perform Seller’s obligations hereunder and under the Seller’s business, operations, assets, revenues or properties)Basic Documents.

Due Qualification. The Seller is duly qualified to do business and is as a limited 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 its property, the conduct of its business shall require and the performance of its obligations under this Agreement and the other Transaction Documents requires such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)qualification.

Due Qualification. The Seller is duly qualified to do business and is in good standing, and has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to be so qualify qualified, licensed or obtain such licenses and approvals approved would not be reasonably likely to have a material adverse effect on Material Adverse Effect with respect to the Seller’s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business ----------------- and is in good standingstanding (or is exempt from such requirement) in any state required in order to conduct business, and has obtained all necessary licenses and approvalsapprovals with respect to the Seller required under federal and state law; provided, in all jurisdictions in which the ownership however, that no representation or lease of property or the conduct of its business shall require such warranty is -------- ------- made with respect to any qualifications, licenses or approvals (except where which the failure Trustee would have to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on do business in any state in which the Seller’s business, operations, assets, revenues or properties)Trustee seeks to enforce any Receivable.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a foreign 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 the conduct of its business shall require requires such qualificationsqualification, licenses or approvals (except and where the failure so to so qualify or qualify, to obtain such licenses and approvals would not or to preserve and maintain such qualification, licenses or approvals could reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is as a limited 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 requires or shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).qualification;

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a limited liability company, and has obtained all necessary qualifications, 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)approvals.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing as a foreign corporation and has obtained all necessary licenses and approvals, in approvals as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its business shall require requires such qualificationsqualification, licenses standing, license or approvals (approval, except where to the extent that the failure to so qualify qualify, maintain such standing or obtain such licenses and approvals be so licensed or approved would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is as a limited liability company 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 so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect impact either on Seller, the Seller’s business, operations, assets, revenues transactions contemplated in the Basic Documents or properties)the Receivables.

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties, the Deferred Fuel Cost Property, the Issuer or the Deferred Fuel Cost Bonds).

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation, and has obtained or will obtain 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations hereunder.

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the a failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues revenues, or properties).

Due Qualification. The Seller is (i) duly qualified to do business and is in good standingstanding as a corporation in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to so qualify or obtain have such qualifications, licenses and approvals would could not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvalsapprovals with respect to the Seller required under applicable law, except 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 each case where the failure to do so qualify or obtain such licenses and approvals would not be reasonably likely to individually or in the aggregate have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Class C Certificates.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a statutory trust, 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, licenses or approvals, except where the failure to obtain such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing as a foreign corporation or other entity (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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on this Agreement or the Seller’s business, operations, assets, revenues transactions contemplated hereby or properties)on the ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a foreign limited liability company, 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 qualifications, licenses or and approvals (except where the failure to be so qualify qualified or obtain such licenses and approvals would not reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on the performance of the Seller’s business, operations, assets, revenues or properties)obligations under the Transaction Documents to which it is a party.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing as a corporation under the laws of the jurisdiction of its formation and has obtained all necessary licenses and approvals, in approvals as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its business shall require requires such qualificationsqualification, licenses standing, license or approvals (approval, except where to the extent that the failure to so qualify qualify, maintain such standing or obtain such licenses and approvals be so licensed or approved would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding in the jurisdiction of its formation, and has obtained or will obtain 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on its ability to perform its obligations hereunder or under the Seller’s business, operations, assets, revenues or properties)Sale Papers.

Due Qualification. The Seller is duly qualified to do business and business, is in good standingstanding as a foreign corporation, and has obtained (or has filed all necessary applications for) 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, licenses or approvals (except where and in which the failure so to so qualify or to obtain such licenses and approvals would not or to preserve and maintain such qualification, licenses or approvals could reasonably be reasonably likely expected to have give rise to a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation, and has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to so qualify or obtain such approvals or licenses and approvals would not be reasonably likely expected to have result in a material adverse effect on the Seller’s business, operations, assets, revenues Purchased Assets or properties)the ability of the Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do transact business and is in good standing, each jurisdiction and has obtained all necessary licenses and approvalsapprovals as required under Applicable Law, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualificationseach case, licenses or approvals (except where the failure to be so qualify qualified, licensed or obtain such licenses approved, could reasonably be expected to materially and approvals would not be reasonably likely adversely affect the ability of the Seller to have perform its obligations under and comply with the terms of this Agreement and any other Related Document to which it is a material adverse effect on the Seller’s business, operations, assets, revenues or properties).party;

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (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 the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a limited liability company, 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, licenses or approvals (except where the failure to so qualify or so obtain such licenses and approvals would not have, or could reasonably be reasonably likely expected to have have, a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirements), and as a foreign corporation in any state required in order to conduct business. The Seller has obtained complied in all necessary material respects with all licenses and approvals, in all jurisdictions in which approval requirements with respect to the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (Seller required under applicable law except where the insofar as any failure to so qualify or obtain such licenses and approvals comply would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and (or is in good standingexempt from such requirement), and has obtained all necessary licenses and or approvals, in all jurisdictions each jurisdiction 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 so qualify or to obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)'s ability to perform its obligations under this Agreement and the Cross-Guarantee Agreement.

Due Qualification. The Seller is duly qualified to do business and 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 qualificationsqualification, licenses or and/or approvals (except where as required in -13- each jurisdiction in which the failure to be so qualify qualified or obtain such licenses and approvals would not be reasonably license or approval, is likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business as a corporation and is in good standingstanding as a corporation, and has obtained all necessary licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or and/or the conduct of its business shall require requires such qualificationsqualification, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)approvals.

Due Qualification. The Seller is duly qualified to do business and business, 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 where the conduct of its business shall require requires such qualifications, licenses or approvals (except where the failure to be so qualify or obtain such licenses and approvals qualified would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)any Sale.

Due Qualification. The Seller is duly qualified to do business and is in good standing, 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on would, in the reasonable judgment of the Seller’s business, operationsmaterially and adversely affect the performance by the Seller of its obligations under this Agreement and the Receivables Purchase Agreements, assetsor the validity or enforceability of this Agreement, revenues the Receivables Purchase Agreements or properties)the Receivables.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation, and has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to so qualify or obtain such qualifications, licenses and approvals would not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in ----------------- good standingstanding as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in all jurisdictions jurisdiction in which the ownership or lease of property or the conduct of its business shall require such requires qualifications, licenses or approvals (except where the and in which failure to so qualify or obtain maintain such qualifications, licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues Purchased Assets or properties)the ability of Seller to perform its obligations under this Agreement.

Due Qualification. The Seller is duly qualified to do business as a corporation and is in good standingstanding as a corporation, and has obtained all necessary qualifications, licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business shall require requires such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)approvals.

Due Qualification. The Seller is duly qualified to do business and business, is in good standing, and 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 requires such qualificationsqualification, licenses or and/or approvals (except where the failure to be so qualify qualified, or obtain to have obtained such licenses and and/or approvals would not be reasonably likely to have a material adverse effect on (x) the Sellerlegality, validity or enforceability of the Contracts, (y) the Trustee’s business, operations, assets, revenues security interest in the Contracts or properties(z) the collectability of the Contracts).

Due Qualification. The Seller is (i) duly qualified to do business and is in good standingstanding as a limited liability company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to so qualify or obtain have such qualifications, licenses and approvals would could not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and and, where necessary, is in good standing, standing as a foreign corporation or other legal entity (or is exempt from such requirement) and has obtained all necessary licenses and approvals, 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 qualifications, licenses or approvals (qualification except where the failure to so qualify or obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations hereunder.

Due Qualification. The Seller is duly qualified to do business and is as a 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirements), as a foreign corporation in any state required in order to conduct its business, and has obtained all necessary licenses and approvals, in all jurisdictions in which approvals with respect to the ownership Seller required under applicable law; provided that no representation or lease of property or the conduct of its business shall require such warranty is made with respect to any qualifications, licenses or approvals (except where which the failure Buyer would have to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on do business in any state in which the Seller’s business, operations, assets, revenues or properties)Buyer seeks to enforce any Receivable.

Due Qualification. The Seller is duly qualified to do business and is in good standing, 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on would, in the reasonable judgment of the Seller’s business, operationsmaterially and adversely affect the performance by the Seller of its obligations under this Agreement and the Receivables Purchase Agreement, assetsor the validity or enforceability of this Agreement, revenues the Receivables Purchase Agreement or properties)the Receivables.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation, and has obtained all necessary licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business shall require business, including the origination and servicing of the Receivables, requires such qualificationsqualification, licenses or approvals (approvals, except where to the extent that the failure to so qualify or obtain have such licenses and or approvals would not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvalsapprovals with respect to the Seller required under applicable law, except 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 each case where the failure to do so qualify or obtain such licenses and approvals would not be reasonably likely to individually or in the aggregate have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Class D-1 Certificates.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing as a corporation and has obtained all necessary licenses and approvals, in approvals as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its business shall require requires such qualificationsqualification, licenses standing, license or approvals (approval, except where to the extent that the failure to so qualify qualify, maintain such standing or obtain such licenses and approvals be so licensed or approved would not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing and has obtained all necessary licenses and approvals, approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the its property, conduct of its business shall require or transfer of the Purchased Assets in accordance with the Transaction Documents requires such qualificationslicensing or qualification, licenses or approvals (except where the failure to so qualify or to obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing as a 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely (i) render any Credit Card Agreement relating to an Account or any Receivable unenforceable by the Seller, the Purchaser or the Trust and (ii) have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Noteholders.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standingstanding as a limited liability company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to so qualify or obtain have such qualifications, licenses and approvals would could not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations hereunder.

Due Qualification. The Seller is duly qualified to do business 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s -s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and and, where necessary, is in good standing, standing as a foreign corporation or other legal entity (or is exempt from such requirement) and has obtained all necessary licenses and approvals, 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, licenses or approvals (except where the failure to so qualify or obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations hereunder.

Due Qualification. The Such Seller is duly qualified to do business and is in good standingstanding as a foreign corporation (or is exempt from such requirements), 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 qualificationsrequires qualification, licenses or approvals (except and where the failure so to so qualify or qualify, to obtain such the licenses and approvals or to preserve and maintain the qualification, licenses or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)substantial likelihood of having a Material Adverse Effect.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standingstanding as a corporation in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to be so qualify qualified, licensed or obtain such licenses and approvals approved would not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation, and has obtained or will obtain 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations under any Transaction Document.

Due Qualification. The Each Seller is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the its ownership or lease of property or the conduct of its business shall require requires such qualificationsqualification, licenses license or approvals (approval, except where to the extent that the failure to be so qualify qualified, or to obtain such licenses and approvals would not be reasonably likely not, in the aggregate materially and adversely affect the ability of the Sellers to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).perform their respective obligations under this Sale Agreement;

Due Qualification. The Seller is duly qualified to do business business, and 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 qualificationsqualification, licenses or and/or approvals (except where the failure to so qualify or obtain such licenses and approvals or to be so qualified would not be reasonably likely to have cause a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business business, and 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 qualificationsqualification, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)and/or approvals.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation in its jurisdiction of organization, and has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to be so qualify qualified or obtain such qualifications, licenses and approvals would not reasonably be reasonably likely expected to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business ----------------- and is in good standingstanding as a corporation, and has obtained or will obtain 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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations hereunder.

Due Qualification. The Seller is duly qualified to do business and and, where necessary, is in good standing, standing 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 requires such qualifications, licenses or approvals (qualification except where the failure to so qualify or obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)its ability to perform its obligations hereunder.

Due Qualification. The Seller is duly qualified to do business and and, where necessary, is in good standing, standing as a foreign entity (or is exempt from such requirement) 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 businesses requires such qualificationsqualification, licenses or approvals (except where the failure to so qualify or obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on its ability to perform its obligations under this Agreement and the Seller’s business, operations, assets, revenues or properties).Trust Sale and Servicing Agreement;

Due Qualification. The Seller is duly qualified to do business and is as a 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 requires or shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).qualification;

Due Qualification. The Seller is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require requires such qualificationsqualification, licenses or approvals (except where the failure to so qualify or obtain such and has obtained and is maintaining in effect all licenses and approvals would not be reasonably likely required to have conduct its business as currently conducted and to perform its obligations hereunder and under the other Transaction Documents to which it is a material adverse effect on the Seller’s business, operations, assets, revenues or properties)party.

Due Qualification. The Seller is (i) duly qualified to do business and is in good standing, standing as a statutory trust in its jurisdiction of organization and (ii) has obtained all necessary qualifications, 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, licenses or approvals (approvals, except where the failure to be so qualify qualified, licensed or obtain such licenses and approvals approved would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do transact business and is in good standing, each jurisdiction and has obtained all necessary licenses and approvalsapprovals as required under Legal Requirements, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualificationseach case, licenses or approvals (except where the failure to be so qualify qualified, licensed or obtain such licenses and approvals would not approved, could reasonably be reasonably likely expected to have have, individually or in the aggregate, a material adverse effect on the Seller’s business, operations, assets, revenues or properties).Material Adverse Effect;

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirements), as a foreign corporation in any state required in order to conduct its business, and has obtained all necessary licenses and approvalsapprovals with respect to the Seller required under applicable law; provided, in all jurisdictions in which the ownership however, that no representation or lease of property or the conduct of its business shall require such warranty is made with respect to any qualifications, licenses or approvals (except where which the failure Buyer would have to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on do business in any state in which the Seller’s business, operations, assets, revenues or properties)Buyer seeks to enforce any Receivable.

Due Qualification. The Seller is duly qualified to do business and is in good standing, standing as a foreign corporation (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, licenses or approvals (except where the failure to so qualify or to obtain such licenses and approvals would not be reasonably likely (i) render any Credit Card Agreement relating to an Account, any Receivable or any Merchant Agreement unenforceable by the Seller, the Purchaser or the Trust and (ii) have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)holders of the Notes.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (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 the conduct of its business shall require requires such qualificationsqualification, licenses or approvals (except and where the failure so to so qualify or qualify, to obtain such licenses and approvals or to preserve and maintain such qualification, licenses or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)reasonable likelihood of having a Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding (or is exempt from such requirements), and has obtained all necessary licenses and approvals, as a foreign corporation in all jurisdictions any state required in which the ownership or lease of property or the order to conduct of its business shall require such qualifications, licenses or approvals (except where the failure to be so qualify or obtain such licenses and approvals qualified would not be reasonably likely result in a Material Adverse Effect. The Seller holds all of the permits, licenses, certificates, consents and other authorizations of applicable governmental authorities required by law to own and service the Accounts, the absence of which would have a material adverse effect on the Seller’s business, operations, assets, revenues or properties)Material Adverse Effect.

Due Qualification. The Seller is duly qualified to do business and is as ----------------- a foreign limited liability company in good standing, and has obtained all necessary material licenses and 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 be so qualify qualified or obtain to have obtained such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s business's earnings, operations, assets, revenues business affairs or properties)business prospects.

Due Qualification. The Seller is duly qualified to do business and is in good standingstanding as a corporation, limited liability company or limited partnership, as applicable, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property its Property or the conduct of its business shall require requires such qualificationsqualification, licenses or approvals (approvals, except where the failure so to so qualify or obtain such licenses and approvals would not be reasonably likely (either individually or in the aggregate) to have a material adverse effect Material Adverse Effect on the Seller’s business, operations, assets, revenues or properties).

Due Qualification. The Seller is duly qualified to do business and and, where necessary, is in good standing, standing as a foreign corporation (or is exempt from such requirement) 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 requires such qualifications, licenses or approvals (qualification except where the failure to so qualify or obtain such licenses and or approvals would not be reasonably likely to have a material adverse effect on the Seller’s businessits ability to perform its obligations hereunder, operationsand has full corporate power, assets, revenues or properties)authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted.