The Seller has been duly organized, and is validly existing as a limited liability company, in good standing under the laws of the state of its formation, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Seller had at all relevant times, and now has all necessary power, authority and legal right to acquire, own and sell the Transferred Contracts and other Second Step Transferred Property, except for non-compliance which could not reasonably be expected to result in a Material Adverse Effect with respect to the Seller.