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 are within the Servicer’s limited liability company powers, have been duly authorized by all necessary limited liability company action on the part of the Servicer and do not contravene or constitute a default (i) under any provision of applicable law, tariff or regulation, (ii) of the Servicer’s certificate of formation or limited liability company agreement or (iii) of any agreement, judgment, injunction, decree or other instrument binding upon the Servicer, except in the case of clause (i) or (iii), any contravention or default that could not be reasonably expected to have a Material Adverse Effect or result in the creation or imposition of any Adverse Claim on any asset of the Servicer upon or with respect to any of its properties. This Agreement and the other Facility Documents to which the Servicer is a party have been duly executed and delivered on behalf of the Servicer.