Common use of Due Authorization and No Conflict Clause in Contracts

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the Issuer), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Transaction Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Term Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documentsa Transaction Document); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Transaction Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Transaction Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Term Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Transaction Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Transaction Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Term Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, ; (ii) any existing law, rule or regulation applicable to the Issuer, ; (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documentsa Transaction Document); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Transaction Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Pool Purchase Agreement and the making of the Grants contemplated hereunderhereunder and under the Series Supplements, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Transaction Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Series 2003-1 Term Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Transaction Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Pool Purchase Agreement and the making of the Grants contemplated hereunderhereunder and under the Series Supplements, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s 's certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Transaction Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the Transfer of all property hereunder and the acquisition of the Pledged Loans Advances under the Depositor Purchase and Contribution Agreement and the making grant of the Grants contemplated security interests hereunder, have in all cases been duly authorized by the Issuer by all necessary corporate action, and do not contravene (i) the Issuer’s certificate of formation 's charter or the LLC Agreementby-laws, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not not, except as otherwise expressly contemplated hereunder and except with respect to Permitted Encumbrances on Related Security acquired by the Issuer, result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents)properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and ------------------------------------- performance by the Issuer Borrower of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans Contracts under the Depositor Receivables Purchase Agreement Agreement, and the making of the Borrowings and the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer Borrower by all necessary corporate action, do not contravene (i) the Issuer’s certificate of formation Borrower's charter or the LLC Agreementby-laws, (ii) any existing law, rule or regulation applicable to the IssuerBorrower, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer Borrower or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer Borrower or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents)properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer Borrower is a party have been duly executed and delivered by on behalf of the IssuerBorrower.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with 51 respect to the Issuer), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer of each of the Facility Transaction Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans under the Depositor Series 2003-2 Term Purchase Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer by all necessary action, do not contravene (i) the Issuer’s 's certificate of formation or the LLC Agreement, (ii) any existing law, rule or regulation applicable to the Issuer, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Transaction Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.

Due Authorization and No Conflict. The --------------------------------- execution, delivery and performance by the Issuer Borrower of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans Contracts under the Depositor Receivables Purchase Agreement Agreement, and the making of the Borrowings and the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer Borrower by all necessary corporate action, do not contravene (i) the Issuer’s certificate of formation Borrower's charter or the LLC Agreementby-laws, (ii) any existing law, rule or regulation applicable to the IssuerBorrower, (iii) any contractual restriction contained in any material indentureinden- ture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer Borrower or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer Borrower or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents)properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer Borrower is a party have been duly executed and delivered by on behalf of the IssuerBorrower.

Due Authorization and No Conflict. The execution, delivery and performance by the Issuer Borrower of each of the Facility Documents to which it is a party, and the consummation by the Issuer of each of the transactions contemplated hereby and thereby, including without limitation the acquisition of the Pledged Loans Advances under the Depositor Purchase and Contribution Agreement and the making of the Grants contemplated hereunder, have in all cases been duly authorized by the Issuer Borrower by all necessary corporate action, and do not contravene (i) the Issuer’s certificate of formation Borrower's charter or the LLC Agreementby-laws, (ii) any existing law, rule or regulation applicable to the IssuerBorrower, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Issuer Borrower or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Issuer Borrower or its property (except in the case of clause (ii) where such contravention would not have a Material Adverse Effect with respect to the IssuerEffect), and do not not, except as otherwise expressly contemplated hereunder and except with respect to Permitted Encumbrances on Related Security acquired by the Borrower, result in or require the creation of any Lien upon or with respect to any of its properties (except as provided in such Facility Documents)properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Issuer is a party have been duly executed and delivered by the Issuer.