Common use of Due Authorization and No Conflict Clause in Contracts

Due Authorization and No Conflict. The execution, delivery and performance by the Servicer of this Agreement, the Sale Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Servicer's corporate powers, have been duly authorized by all necessary corporate action on the part of the Servicer, do not contravene (i) the Servicer's certificate of incorporation or by-laws, (ii) any law, rule or regulation applicable to the Servicer, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on the Servicer or its property, or (iv) any order, writ, judgment, award, injunction or decree binding on the Servicer or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties pursuant to any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement binding on the Servicer or its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement, the Sale Agreement and the other Facility Documents to which the Servicer is a party have been duly executed and delivered on behalf of the Servicer.

Due Authorization and No Conflict. The execution, delivery and performance by the Servicer Seller of this Agreement, the Sale Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the ServicerSeller's corporate powers, have been duly authorized by all necessary corporate action on the part of the ServicerSeller, do not contravene (i) the ServicerSeller's certificate articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to the ServicerSeller, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on the Servicer Seller or its property, or (iv) any order, writ, judgment, award, injunction or decree binding on the Servicer Seller or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties pursuant to any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement binding on the Servicer Seller or its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement, the Sale Agreement and the other Facility Documents to which the Servicer Seller is a party have been duly executed and delivered on behalf of the ServicerSeller.

Due Authorization and No Conflict. The execution, delivery and performance by the Servicer Seller of this Agreement, the Asset Sale Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the ServicerSeller's corporate powers, have been duly authorized by all necessary corporate action on the part of the ServicerSeller, do not contravene (i) the ServicerSeller's certificate of incorporation charter or by-lawsbylaws, (ii) any law, rule or regulation applicable to the ServicerSeller, (iii) any contractual restriction in any material respect contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on the Servicer Seller or its property, property or (iv) any order, writ, judgment, award, injunction or decree binding on the Servicer Seller or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties pursuant to any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other material agreement binding on the Servicer Seller or its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement, the Sale Agreement and the other Facility Documents to which the Servicer is a party Asset Sale Agreement have been duly executed and delivered on behalf of the ServicerSeller.

Due Authorization and No Conflict. The execution, delivery and --------------------------------- performance by the Servicer Seller of this Agreement, the Lease Sale Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the ServicerSeller's corporate powers, have been duly authorized by all necessary corporate action on the part of the ServicerSeller, do not contravene (i) the ServicerSeller's certificate of incorporation charter or by-laws, (ii) any law, rule or regulation applicable to the ServicerSeller, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on the Servicer Seller or its property, property or (iv) any order, writ, judgment, award, injunction or decree binding on the Servicer Seller or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties pursuant to any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other material agreement binding on the Servicer Seller or its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement, the Sale Agreement and the other Facility Documents to which the Servicer is a party Lease Sale Agreement have been duly executed and delivered on behalf of the ServicerSeller.