QUALIFICATION.
EACH SELLER PARTY IS
DULY QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION OR LIMITED LIABILITY
COMPANY IN GOOD STANDING, AND HAS OBTAINED ALL NECESSARY LICENSES AND APPROVALS,
IN ALL JURISDICTIONS IN WHICH THE OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT
OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, LICENSES OR APPROVALS, EXCEPT WHERE
THE FAILURE TO BE SO QUALIFIED OR HAVE SUCH LICENSES OR APPROVALS WOULD NOT HAVE
A MATERIAL ADVERSE EFFECT.
(C)
POWER AND AUTHORITY; DUE AUTHORIZATION.
EACH SELLER PARTY (I) HAS ALL NECESSARY POWER, AUTHORITY AND LEGAL RIGHT (A) TO
EXECUTE AND DELIVER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH
IT IS A PARTY, (B) TO CARRY OUT THE TERMS OF THE TRANSACTION DOCUMENTS TO WHICH
IT IS A PARTY, (C) IN THE CASE OF THE SERVICERS, TO SERVICE THE RECEIVABLES AND
THE RELATED ASSETS IN ACCORDANCE WITH THIS AGREEMENT AND THE SALE AGREEMENT, AND
(D) IN THE CASE OF THE SELLER, SELL AND ASSIGN THE ASSET INTEREST ON THE TERMS
AND CONDITIONS HEREIN PROVIDED, AND (II) HAS DULY AUTHORIZED BY ALL NECESSARY
CORPORATE OR LIMITED LIABILITY COMPANY ACTION THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND, IN THE
CASE OF THE SELLER, THE SALES AND ASSIGNMENTS DESCRIBED IN CLAUSE (I)(D) ABOVE.
(D)
VALID SALE; BINDING OBLIGATIONS.
(I) THIS
AGREEMENT CONSTITUTES A VALID SALE, TRANSFER, AND ASSIGNMENT OF THE ASSET
INTEREST TO THE ADMINISTRATIVE AGENT, AS AGENT FOR THE PURCHASERS, ENFORCEABLE
AGAINST CREDITORS OF, AND PURCHASERS FROM, THE SELLER, AND (II) THIS AGREEMENT
AND EACH OTHER TRANSACTION DOCUMENT SIGNED BY SUCH SELLER PARTY CONSTITUTES, A
LEGAL, VALID AND BINDING OBLIGATION OF SUCH SELLER PARTY, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, OR OTHER SIMILAR LAWS FROM TIME TO TIME
IN EFFECT AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY
GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
(E)
NO VIOLATION.
THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
AND THE FULFILLMENT OF THE TERMS HEREOF AND THEREOF WILL NOT (I) CONFLICT WITH,
RESULT IN ANY BREACH OF ANY OF THE TERMS AND PROVISIONS OF, OR CONSTITUTE (WITH
OR WITHOUT NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER, THE ARTICLES OR
CERTIFICATE OF INCORPORATION OR ORGANIZATION OR THE BY-LAWS OR OPERATING
AGREEMENT OF SUCH SELLER PARTY, OR ANY MATERIAL INDENTURE, LOAN AGREEMENT,
RECEIVABLES PURCHASE AGREEMENT, MORTGAGE, DEED OF TRUST, OR OTHER AGREEMENT OR
INSTRUMENT TO WHICH SUCH SELLER PARTY IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTIES IS BOUND, (II) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON
ANY OF SUCH SELLER PARTY'S PROPERTIES PURSUANT TO THE TERMS OF ANY SUCH MATERIAL
INDENTURE, LOAN AGREEMENT, RECEIVABLES PURCHASE AGREEMENT, MORTGAGE, DEED OF
TRUST, OR OTHER AGREEMENT OR INSTRUMENT, OTHER THAN THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS, OR (III) VIOLATE ANY LAW OR ANY ORDER, RULE,