Organization. Each of Contract Transfer Party is a validly existing limited partnership or limited liability company, as applicable, under the laws of the State of Delaware and has all requisite partnership or limited liability company power and authority, as applicable, to enter into and perform its obligations under this Agreement.

Organization. Each Seller is a validly existing corporation or limited partnership under the laws of the State of Delaware and has all requisite corporate or partnership power and authority, as applicable, to enter into and perform its obligations under this Agreement.

Organization. The Parties shall create an operating committee (the “Operating Committee”) and shall each appoint one (1) employee to the Operating Committee for the Term. The Operating Committee will oversee the implementation and application of this Agreement and shall at all times reasonably and in good faith attempt to resolve any dispute between the Parties. Each of the Parties shall have the right to change its Operating Committee member at any time with employees of comparable knowledge, expertise and decision-making authority.

Organization. The Parties shall create an operating committee (the “Operating Committee”) and shall each appoint one (1) employee to the Operating Committee for the Term. The Operating Committee will oversee the implementation and application of this Agreement and shall at all times reasonably and in good faith attempt to resolve any dispute between the Parties. Each of the Parties shall have the right to change its Operating Committee member at any time with employees of comparable knowledge, expertise and decision-making authority.

Organization. It has been duly organized, and is validly existing as a national banking association under the laws of the United States, with all requisite power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to execute, deliver and perform its obligations under the Basic Documents to which it is a party.

Organization. Each Purchaser is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has the limited liability company power and authority to enter into and perform its obligations under this Agreement.

Organization. The Parties shall create an operating committee (the “Operating Committee”) and shall each appoint one (1) employee to the Operating Committee for the Term. The Operating Committee will oversee the implementation and application of this Agreement and shall at all times reasonably and in good faith attempt to resolve any dispute between the Parties. Each of the Parties shall have the right to change its Operating Committee member at any time with employees of comparable knowledge, expertise and decision-making authority.

Organization. It has been duly organized, and is validly existing as a national banking association under the laws of the United States, with all requisite power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to execute, deliver and perform its obligations under the Basic Documents to which it is a party.

Organization. It is duly organized, validly existing, and in good standing under Applicable Law of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement.

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to carry on its business, to own or lease and to operate its properties and to enter into and perform this Agreement and Buyer’s obligations hereunder. Buyer is duly qualified or licensed to do business in and is in good standing as a foreign entity in all jurisdictions where Buyer is required to be qualified or licensed to do business as a foreign entity, except where the failure to be qualified or licensed would not have a Material Adverse Effect.