Common use of Due Authorization and No Conflict Clause in Contracts

Due Authorization and No Conflict. The execution, delivery and performance by the Borrower of this Agreement, the Receivables Sale Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default (i) under any provision of applicable law, tariff or regulation, (ii) of the Borrower’s certificate of formation or limited liability company agreement or (iii) of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower, except in the case of clauses (i) or (iii) above, 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 Borrower. This Agreement, the Receivables Sale Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.