Common use of Good Standing and Authority Clause in Contracts

Good Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. 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 so qualified would not have a material 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 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 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 is a party, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, have been (or will be by November 29, 2004) duly authorized and approved by all necessary 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 is a party, when executed and delivered, will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Schedule 5.1 lists all of Seller’s shareholders (the “Shareholders”), and the number and class of the shares of Seller’s capital stock held by each. Except for the Shareholders and as set forth on Schedule 5.1, Seller does not own or control, is not owned or controlled by and is not under common ownership or control with any other entity or person and does not have any investments in any other entity.

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 MichiganVirginia. 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, except where the failure to be so qualified would not have a material adverse effect on Material Adverse Effect. 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 Businessrelated 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 Assets case may be, except where the failure to be so licensed or the Assignable Itemsqualified would not have a Material Adverse Effect. All Each such jurisdictions are identified jurisdiction is listed on the attached Schedule 5.14. 1. Seller Each Origen Entity has the 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 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, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, have been (been, or before the Closing Date will be by November 29be, 2004) 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 Seller. Contemporaneously each Origen Entity, in accordance with the execution applicable law and delivery of this Agreement, Seller has provided Purchaser with a true, correct its charter 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 Agreementbylaws. This Agreement, and all of the Attendant Documents to which Seller an Origen Entity is a party, 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. (b) B▇▇▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Schedule 5.1 lists B▇▇▇▇▇▇ has all requisite power and authority to enter into this Agreement and the Attendant Documents to which it is a party and to consummate the transactions contemplated in this Agreement and the Attendant Documents to which it is a party. This Agreement and all of Seller’s shareholders (the “Shareholders”)Attendant Documents to which B▇▇▇▇▇▇ is or will be a party, and the number and class consummation of the shares transactions contemplated in this Agreement, have been, or before the Closing Date will be, duly authorized and approved by B▇▇▇▇▇▇'▇ board of Seller’s capital stock held by eachdirectors and shareholders and all other necessary and proper corporate action on the part of B▇▇▇▇▇▇, in accordance with applicable law and B▇▇▇▇▇▇'▇ charter and bylaws. Except for This Agreement, and all of the Shareholders Attendant Documents to which B▇▇▇▇▇▇ is or will be a party, when executed and as set forth on Schedule 5.1delivered, Seller does not own or controlwill constitute legal, is not owned or controlled by valid and is not under common ownership or control binding obligations of B▇▇▇▇▇▇ enforceable against it in accordance with any other entity or person and does not have any investments in any other entitytheir respective terms.

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 MichiganVirginia. 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, except where the failure to be so qualified would not have a material adverse effect on DFI Material Adverse Effect. 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 Businessrelated 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 Assets case may be, except where the failure to be so licensed or the Assignable Itemsqualified would not have a DFI Material Adverse Effect. All Each such jurisdictions are identified jurisdiction is listed on the attached Schedule 5.14.1. Seller DFI has the 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 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 any of DFI or Sellers is a party, and the consummation of the transactions contemplated in this Agreement and the Attendant DocumentsAgreement, have been (or will be by November 29, 2004) 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 Seller. Contemporaneously with DFI and 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 AgreementSellers. This Agreement, and all of the Attendant Documents to which Seller DFI is a party, when executed and delivered, will constitute legal, valid and binding obligations of Seller, DFI enforceable against Seller it in accordance with their respective terms. Schedule 5.1 lists This Agreement, and all of Seller’s shareholders (the “Shareholders”)Attendant Documents to which the Sellers are parties, when executed and the number delivered, will constitute legal, valid and class binding obligations of the shares of Seller’s capital stock held by each. Except for Sellers enforceable against the Shareholders and as set forth on Schedule 5.1, Seller does not own or control, is not owned or controlled by and is not under common ownership or control Sellers in accordance with any other entity or person and does not have any investments in any other entitytheir respective terms.

Good Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of MichiganDelaware. 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 effect on the Business, the Assets or the Assignable Items. All such jurisdictions are identified on the attached Schedule 5.1Material 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 is will be a partyparty as of the Closing, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, have been (will be, on or will be by November 29prior to the Closing Date, 2004) duly authorized and approved by all necessary and proper corporate 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 is will be a partyparty as of the Closing, when executed and delivered, will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective termsterms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Schedule 5.1 lists This Agreement, and all of Seller’s shareholders (the “Shareholders”), and the number and class Attendant Documents to which each Shareholder will be a party as of the shares Closing, when executed and delivered, constitute legal, valid and binding obligations of Seller’s capital stock held 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 eacheach Shareholder and not jointly and severally. Except for the Shareholders and as set forth on Schedule 5.1, Seller does not own or control, is not owned or controlled by and is not under common ownership or control with any owns no equity interests other entity or person and does not have any investments than its interests in any other entityDSPI.