Common use of Authority; No Conflict or Violation Clause in Contracts

Authority; No Conflict or Violation. The execution and delivery by it of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within its power and capacity, (ii) have been duly authorized by all necessary action and (iii) do not and will not (A) require any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement and the Canadian Security Agreement, (B) violate any provision of (x) any applicable Law or of any order, writ, injunction or decree having applicability to it and in effect on the date of such representation or (y) its Organizational Documents, (C) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected, or (D) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by it; except, with respect to clauses (i) and (iii) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

Authority; No Conflict or Violation. The execution and delivery by it the Master Servicer of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within its power and capacity, (ii) have been duly authorized by all necessary corporate action on the part of the Master Servicer and (iii) do not and will not (A) require any consent or approval of its Sole Member or equivalent governing body, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement and the Canadian Security Agreementeffect, (B) violate any provision of (x) any applicable Law or of any order, writ, injunction or decree having applicability to it and in effect on the Master Servicer as of the date of such the representation or (y) its the Organizational DocumentsDocuments of the Master Servicer, (C) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which it the Master Servicer is a party or by which it or its properties may be bound or affected, or (D) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by it; it (other than pursuant to the Transaction Documents) except, with respect to clauses (iA) and (iiiD) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

Authority; No Conflict or Violation. The execution execution, delivery and delivery performance by it the Master Servicer of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within its power and capacity, (ii) have been duly authorized by all necessary corporate action on the part of the Master Servicer and (iii) do not and will not (Ai) require any consent or approval of its board of directors, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement and the Canadian Security Agreementeffect, (Bii) violate any provision of (xA) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to it and in effect on the date of such representation Master Servicer or (yB) its the Organizational DocumentsDocuments of the Master Servicer, (Ciii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which it the Master Servicer is a party or by which it or its properties may be bound or affected, or (Div) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by it; the Borrower except, with respect to clauses (i), (ii)(A), (iii) and (iiiiv) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.. (c)

Authority; No Conflict or Violation. The execution execution, delivery and delivery performance by it the Performance Guarantor of the Transaction Documents to which it is a partythis Undertaking, the performance of its obligations under this Agreement Undertaking, and the consummation of the transactions contemplated in this Undertaking and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within its power and capacity, (ii) have been duly authorized by all necessary corporate action on the part of the Performance Guarantor and (iii) do not and will not (Ai) require any consent or approval of its board of directors, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement and the Canadian Security Agreementeffect, (Bii) violate any provision of (xA) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to it and in effect on the date of such representation Performance Guarantor or (yB) its the Organizational DocumentsDocuments of the Performance Guarantor, (Ciii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which it the Performance Guarantor is a party or by which it or its properties may be bound or affected, or (Div) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by it; Borrower except, with respect to clauses (i), (ii)(A) and (iiiiv) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.. (c)

Authority; No Conflict or Violation. The execution execution, delivery and delivery performance by it such Originator of the Transaction Documents to which it is a party, the acceptance of a Subordinated Note, the sale and contribution of Receivables by it hereunder and the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within its power and capacity, (ii) have been duly authorized by all necessary corporate action on the part of such Originator and (iii) do not and will not (Ai) require any consent or approval of its board of directors or similar governing body, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted sales and contributions, as applicable, of Receivables Assets pursuant to this Agreement and the Canadian Security Agreement, (Bii) violate any provision of (xA) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to it and in effect on such Originator or (B) the date Organizational Documents of such representation or (y) its Organizational DocumentsOriginator, (Ciii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which it such Originator is a party or by which it or its properties may be bound or affected, or (Div) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by it; the Buyer except, with respect to clauses (i), (ii)(A) and (iiiiv) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.