Transactions Legal and Authorized. The contribution and transfer by the Seller of all of its right, title and interest in and to the Leases and of the covenants, representations, warranties and obligations of the Originator (including the Originator's Purchase Obligation) under this Assignment and Servicing Agreement, the grant of the security interest by the Seller to the Issuer in and to each item of Equipment and compliance by the Seller with all of the provisions of this Assignment and Servicing Agreement:
(a) have been duly authorized by all necessary action on the part of the Seller, as a limited liability company, and do not require any member approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Seller except such as have been duly obtained;
(b) are within the powers of the Seller, as a limited liability company; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Seller under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Seller is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Seller or its properties, or any order to which the Seller or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. The execution, delivery and performance of this Agreement, the Collateral Documents and the other instruments and documents related thereto have been duly authorized by appropriate corporate action of Borrower, and the execution, delivery and performance of this Agreement, the Collateral Documents and other instruments related thereto are not in contravention of Borrower’s Articles of Incorporation or By-Laws, or of the terms of any contract, indenture, agreement or undertaking to which Borrower is a party or by which it is bound.
Transactions Legal and Authorized. The contribution and transfer by the Originator to the Seller of the Leases and the Equipment and compliance by the Originator with all of the provisions of this Assignment and Servicing Agreement:
(a) have been duly authorized by all necessary corporate action on the part of the Originator, and do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Originator except such as have been duly obtained;
(b) are within the corporate powers of the Originator; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Originator under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Originator is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Originator or its properties, or any order to which the Originator or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. This Agreement and all other documents delivered in connection herewith and the assignment, transfer and contribution by the Contributor to the Transferor of all of the Contributor's right, title and interest in and to each Contract and a security interest in each item of Equipment at any time transferred hereunder and compliance by the Contributor and the Servicer with all of the provisions of this Agreement:
(a) have been duly authorized by all necessary corporate action on the part of the Contributor or the Servicer, as the case may be, and do not and will not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Contributor or the Servicer, as the case may be;
(b) are within the corporate powers of the Contributor and the Servicer; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any lien upon any property of the Contributor or the Servicer, as the case may be, under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Contributor or the Servicer, as the case may be, is or will be a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Contributor or the Servicer, as the case may be, or its properties, or any order to which the Contributor or the Servicer, as the case may be, or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. The transfer by the Seller of all of its right, title and interest in and to each item of Equipment and each Lease (including the right to receive all payments due or to become due thereunder) and compliance by the Seller with all of the provisions of this Sales and Servicing Agreement:
(a) have been duly authorized by all necessary corporate action on the part of the Seller, and do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Seller except such as have been duly obtained;
(b) are within the corporate powers of the Seller; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Seller under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Seller is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Seller or its properties, or any order to which the Seller or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. The transfer by the Transferor of all of its right, title and interest in and to each item of Equipment and each Lease (including the right to receive all payments due or to become due thereunder) and compliance by the Transferor with all of the provisions of this Assignment and Servicing Agreement:
(a) have been duly authorized by all necessary corporate action on the part of the Transferor, and do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Transferor except such as have been duly obtained;
(b) are within the corporate powers of the Transferor; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Transferor under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Transferor is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Transferor or its properties, or any order to which the Transferor or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. This Agreement and all other documents delivered in connection herewith and the assignment, transfer and contribution of all right, title and interest in and to each Contract and a security interest in each item of Equipment at any time transferred hereunder and under the Sale Agreement and compliance by the Contributor and the Servicer with all of the provisions of this Agreement and the Sale Agreement:
(a) have been duly authorized by all necessary corporate action and do not and will not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations ;
(b) are within the corporate powers of the respective parties thereto; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any lien upon any property of the respective parties thereto, under the provisions of, any agreement, charter instrument, by-law or other instrument to which such parties, is or will be a party or by which such parties it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the respective parties thereto, or its properties, or any order to which such parties, or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. This Agreement:
(a) has been duly authorized by all necessary corporate action on the part of the Servicer, and does not and will not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Servicer, except as has been obtained;
(b) is within the corporate powers of the Servicer; and
(c) is legal and will not conflict with, result in any material breach in any of the provisions of, constitute a default under, or result in the creation of any lien upon any property of the Servicer under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Servicer is or will be a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Servicer or its properties, or any order to which the Servicer or its properties is subject, or of any government or governmental agency or authority.
Transactions Legal and Authorized. The sale of the Notes by the Company, the purchase of the Leases (including the right to receive all payments due or to become due thereunder) and the acquisition of the interests in the Equipment pursuant to the Sales and Servicing Agreement, the granting of the Liens created by the Indenture, and compliance by the Company with all of the provisions of this Indenture, the Sales and Servicing Agreement and the Notes:
(a) have been duly authorized by all necessary corporate action on the part of the Company, and do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Company except such as have been duly obtained;
(b) are within the corporate powers of the Company; and
(c) are legal and will not conflict with, result in any breach of any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Company (except as contemplated by this Indenture) under the provisions of any agreement, charter instrument, by-law or other instrument to which the Company is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Company or its properties, or any order to which the Company or its properties is subject, of or by any government or governmental agency or authority.
Transactions Legal and Authorized. The execution, delivery and performance of the Loan Documents and the other instruments and documents related thereto have been duly authorized by appropriate company action of the Borrower, and the execution, delivery and performance of the Loan Documents and other instruments related thereto are not in contravention of its Articles of Incorporation and Bylaws or of the terms of any indenture, agreement or undertaking to which Borrower is a party or by which it is bound.
