Closing Certificate; Certified Articles of Incorporation; Good Standing Certificate. The Lender shall have received # a certificate of the Borrower, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents, # identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and the Financial Officers, and # contain appropriate attachments, including the articles of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws (or certification that there has been no change to the bylaws since the copy previously delivered to the Lender), and # a long form good standing certificate for the Borrower from its jurisdiction of organization.

Good Standing Certificate

good standing certificate of [[Organization B:Organization]]; and

Good Standing Certificates and Certified Charters. A certificate issued by the Secretary of State of Delaware indicating that the Company is in good standing within such jurisdiction and the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware. A certificate issued by the Secretary of the State of New Jersey indicating that Seller is in good standing within such jurisdiction and Seller’s Certificate of Incorporation certified by the Secretary of State of New Jersey.

Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business except where failure to qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect.

The Seller is a public limited liability no par value company duly organized, validly existing and in good standing under the laws of Jersey, [[Person A:Person]]. The Seller has all corporate power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted. The Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary.

The Buyer is an exempted company incorporated in the Cayman Islands with limited liability. The Buyer has the requisite power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted.

Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Receivables and the other Collateral.

Organization and Good Standing. The Servicer and each Subservicer has been duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State of its incorporation or formation, as applicable, with all requisite corporate power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement and the Servicer had at all relevant times, and now has all requisite corporate power and authority to acquire, own, sell and service the Receivables and the other Collateral.

Confirmation of Good Standing. The Borrowers shall deliver, upon a request from the Agent, certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of the Borrowers and Guarantors.