Common use of Good Standing and Authority Clause in Contracts

Good Standing and Authority. Seller is a corporation organized, validly existing and in good standing under the laws of the State of Delaware. Except as set forth on Schedule 4.1, Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to be so qualified except where the failure to be qualified would not reasonably be expected to have a Material Adverse Effect. Seller has the corporate power and authority to enter into this Agreement, to enter into any and all documents contemplated in this Agreement (the “Attendant Documents”) to which it is or will be a party and to consummate the transactions contemplated in this Agreement and the Attendant Documents. This Agreement and all of the Attendant Documents to which Seller will be a party as of the Closing, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, will be, on or prior to the Closing Date, duly authorized and approved by all necessary corporate action on the part of Seller. This Agreement, and all of the Attendant Documents to which Seller will be a party as of the Closing, when executed and delivered, constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. This Agreement, and all of the Attendant Documents to which each Shareholder will be a party as of the Closing, when executed and delivered, constitute legal, valid and binding obligations of each such Shareholder, enforceable against each such Shareholder in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Notwithstanding anything to the contrary contained herein, the representation contained in the immediately preceding sentence is made severally by each Shareholder and not jointly and severally. Seller owns no equity interests other than its interests in DSPI.

Good Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMichigan. Except as set forth on Schedule 4.1, Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to be so qualified qualified, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business, the Assets or the Assignable Items. All such jurisdictions are identified on the attached Schedule 5.1. Seller has the corporate power and authority to enter into this Agreement, to enter into any and all documents contemplated in this Agreement (the “Attendant Documents”) to which it is or will be a party and to consummate the transactions contemplated in this Agreement and the Attendant Documents. This Agreement and all of the Attendant Documents to which Seller will be is a party as of the Closingparty, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, have been (or will bebe by November 29, on or prior to the Closing Date, 2004) duly authorized and approved by all necessary corporate and proper action on the part of Seller. Contemporaneously with the execution and delivery of this Agreement, Seller has provided Purchaser with a true, correct and complete copy of the resolutions unanimously adopted by its Board of Directors authorizing the execution and delivery of, and consummation of the transactions contemplated in, this Agreement, along with a letter, signed by all of Seller’s directors, agreeing to vote the shares of Seller’s capital stock owned by them in favor of the transactions contemplated in this Agreement. Seller acknowledges that Purchaser has relied on such resolutions and letter in entering into this Agreement. On or before November 29, 2004, Seller shall provide Purchaser with a true, correct and complete copy of the resolutions adopted by its shareholders authorizing the execution and delivery of, and consummation of the transactions contemplated in, this Agreement. This Agreement, and all of the Attendant Documents to which Seller will be is a party as of the Closingparty, when executed and delivered, will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principlesterms. This AgreementSchedule 5.1 lists all of Seller’s shareholders (the “Shareholders”), and all the number and class of the Attendant Documents to which each Shareholder will be a party shares of Seller’s capital stock held by each. Except for the Shareholders and as of the Closingset forth on Schedule 5.1, when executed Seller does not own or control, is not owned or controlled by and delivered, constitute legal, valid is not under common ownership or control with any other entity or person and binding obligations of each such Shareholder, enforceable against each such Shareholder does not have any investments in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Notwithstanding anything to the contrary contained herein, the representation contained in the immediately preceding sentence is made severally by each Shareholder and not jointly and severally. Seller owns no equity interests any other than its interests in DSPIentity.

Good Standing and Authority. Seller Each of DFI, DFI Alabama and DIA is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareVirginia. Except as set forth on Schedule 4.1, Seller Each of the Companies is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to be so qualified qualified, except where the failure to be so qualified would not reasonably be expected to have a DFI Material Adverse Effect. Seller Each of DFI and DFI Alabama is and has at all times it held Loans been duly licensed and qualified in any state where the related collateral is or was located if the laws of that state require licensing or qualification in order to conduct business of the type conducted therein by DFI or DFI Alabama, as the case may be, except where the failure to be so licensed or qualified would not have a DFI Material Adverse Effect. Each such jurisdiction is listed on the attached Schedule 4.1. DFI has all requisite corporate power and authority to enter into this Agreement, to enter into Agreement and any and all documents contemplated in this Agreement (the “"Attendant Documents”") to which it is or will be a party and to consummate the transactions contemplated in this Agreement and the Attendant Documents. The Sellers have all requisite power and authority to enter into this Agreement and the Attendant Documents to which they are parties and to consummate the transactions contemplated in this Agreement and the Attendant Documents. This Agreement and all of the Attendant Documents to which Seller will be any of DFI or Sellers is a party as of the Closingparty, and the consummation of the transactions contemplated in this Agreement and the Attendant DocumentsAgreement, will be, on or prior to the Closing Date, have been duly authorized and approved by DFI's Board of Directors and the Sellers' Board of Directors and all other necessary and proper corporate action on the part of SellerDFI and the Sellers. This Agreement, and all of the Attendant Documents to which Seller will be DFI is a party as of the Closingparty, when executed and delivered, will constitute legal, valid and binding obligations of Seller, DFI enforceable against Seller it in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principlesterms. This Agreement, and all of the Attendant Documents to which each Shareholder will be a party as of the ClosingSellers are parties, when executed and delivered, will constitute legal, valid and binding obligations of each such Shareholder, the Sellers enforceable against each such Shareholder the Sellers in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Notwithstanding anything to the contrary contained herein, the representation contained in the immediately preceding sentence is made severally by each Shareholder and not jointly and severally. Seller owns no equity interests other than its interests in DSPIterms.

Good Standing and Authority. Seller (a) Each of Origen, Origen MHF and Origen Insurance is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareVirginia. Except as set forth on Schedule 4.1, Seller Each Origen Entity is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to be so qualified qualified, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Seller Each of Origen and Origen MHF is and has at all times it held Loans been duly licensed and qualified in any state where the related collateral is or was located if the laws of that state require licensing or qualification in order to conduct business of the type conducted therein by Origen or Origen MHF, as the case may be, except where the failure to be so licensed or qualified would not have a Material Adverse Effect. Each such jurisdiction is listed on the attached Schedule 4. 1. Each Origen Entity has all requisite corporate power and authority to enter into this Agreement, to enter into Agreement and any and all documents contemplated in this Agreement (the “"Attendant Documents”") to which it is or will be a party and to consummate the transactions contemplated in this Agreement and the Attendant Documents. This Agreement and all of the Attendant Documents to which Seller an Origen Entity is or will be a party as of the Closingparty, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, have been, or before the Closing Date will be, on or prior to the Closing Date, duly authorized and approved by each Origen Entity's board of directors and sole shareholder and all other necessary and proper corporate action on the part of Sellereach Origen Entity, in accordance with applicable law and its charter and bylaws. This Agreement, and all of the Attendant Documents to which Seller will be an Origen Entity is a party as of the Closingparty, when executed and delivered, will constitute legal, valid and binding obligations of Seller, such Origen Entity enforceable against Seller it in accordance with their respective terms subjectterms. (b) Bxxxxxx is a corporation duly organized, as validly existing and in good standing under the laws of the State of Michigan. Bxxxxxx has all requisite power and authority to enforcement, enter into this Agreement and the Attendant Documents to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally which it is a party and to general equitable principlesconsummate the transactions contemplated in this Agreement and the Attendant Documents to which it is a party. This Agreement and all of the Attendant Documents to which Bxxxxxx is or will be a party, and the consummation of the transactions contemplated in this Agreement, have been, or before the Closing Date will be, duly authorized and approved by Bxxxxxx'x board of directors and shareholders and all other necessary and proper corporate action on the part of Bxxxxxx, in accordance with applicable law and Bxxxxxx'x charter and bylaws. This Agreement, and all of the Attendant Documents to which each Shareholder Bxxxxxx is or will be a party as of the Closingparty, when executed and delivered, will constitute legal, valid and binding obligations of each such Shareholder, Bxxxxxx enforceable against each such Shareholder it in accordance with their respective terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Notwithstanding anything to the contrary contained herein, the representation contained in the immediately preceding sentence is made severally by each Shareholder and not jointly and severally. Seller owns no equity interests other than its interests in DSPIterms.