Common use of Due Authorization and No Conflict Clause in Contracts

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- performance by Seller, FCI, FMB and the VB Subsidiaries of each of the Facility Documents to which they are a party, and the consummation of the transactions contemplated hereby and under the Facility Documents have in all cases been duly authorized by Seller, FCI, FMB and the VB Subsidiaries by all necessary corporate (or in the case of the VB Partnerships, partnership) action, do not contravene (i) Seller's, FCI's, FMB's or the VB Subsidiaries' charter or by-laws (or in the case of the VB Partnerships, partnership agreements), (ii) any law, rule or regulation applicable to Seller, FCI or FMB or the VB Subsidiaries, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other agreement or instrument binding on or affecting Seller, FCI, FMB, the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting Seller, FCI, FMB or their properties (except where such contravention would not have a Material Adverse Effect, and do not result in or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which Seller, FCI, FMB or the VB Subsidiaries is a party have been duly executed and delivered on behalf of Seller, FCI, FMB and the VB Subsidiaries.

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- ----------------------------------- performance by Seller, FCI, FMB and the VB Subsidiaries of each of the Facility Documents to which they are a party, and the consummation of the transactions contemplated hereby and under the Facility Documents have in all cases been duly authorized by Seller, FCI, FMB and the VB Subsidiaries by all necessary corporate (or in the case of the VB Partnerships, partnership) action, do not contravene (i) Seller's, FCI's, FMB's or the VB Subsidiaries' charter or by-laws (or in the case of the VB Partnerships, partnership agreements), (ii) any law, rule or regulation applicable to Seller, FCI or FMB or the VB Subsidiaries, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other agreement or instrument binding on or affecting Seller, FCI, FMB, the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting Seller, FCI, FMB or their properties (except where such contravention would not have a Material Adverse Effect, and do not result in or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which Seller, FCI, FMB or the VB Subsidiaries is a party have been duly executed and delivered on behalf of Seller, FCI, FMB and the VB Subsidiaries.

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- performance by each of the Seller, FCIFRI, FMB FMB, SDI and the VB Subsidiaries of each of the Facility Documents to which they are it is a party, and the consummation by each such party of the transactions contemplated hereby and under the each other Facility Documents have in all cases Document to which it is a party, has been duly authorized by the Seller, FCIFRI, FMB FMB, SDI and the VB Subsidiaries Subsidiaries, respectively, by all necessary corporate (or in the case of the VB Partnerships, partnership) partnership action, do does not contravene (i) the Seller's’s, FCI'sFRI’s, FMB's ’s, SDI’s or the VB Subsidiaries' ’ charter or by-laws (or in the case of the VB Partnerships, partnership agreements)agreement, (ii) any law, rule or regulation applicable to the Seller, FCI or FMB FRI, FMB, SDI or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting any of the Seller, FCIFRI, FMB, SDI or the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, FCIFRI, FMB FMB, SDI, the VB Subsidiaries or their properties (except where such contravention would not have a Material Adverse EffectEffect with respect to such Persons or properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Seller, FCIFRI, FMB FMB, SDI or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, FCIFRI, FMB and FMB, SDI or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- performance by each of the Seller, FCIWVRI, FMB WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries of each of the Facility Documents to which they are it is a party, and the consummation by each such party of the transactions contemplated hereby and under the each other Facility Documents have in all cases Document to which it is a party, has been duly authorized by the Seller, FCIWVRI, FMB WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries Subsidiaries, respectively, by all necessary corporate (or in the case of the VB Partnerships, partnership) partnership action, do does not contravene (i) the Seller's’s, FCI'sWRDC’s, WVRI’s, FMB's ’s, SDI’s, Eastern Resorts’, BHV’s or the VB Subsidiaries' ’ charter or by-laws (or in the case of the VB Partnerships, partnership agreements)agreement, (ii) any law, rule or regulation applicable to the Seller, FCI or FMB WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting any of the Seller, FCIWVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, FCIWVRI, FMB WRDC, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries or their properties (except where such contravention would not have a Material Adverse EffectEffect with respect to such Persons or properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Seller, FCIWVRI, FMB WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, FCIWVRI, FMB and WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- performance by each of the Seller, FCIFRI, FMB FMB, SDI and the VB Subsidiaries of each of the Facility Documents to which they are it is a party, and the consummation by each such party of the transactions contemplated hereby and under the each other Facility Documents have in all cases Document to which it is a party, has been duly authorized by the Seller, FCIFRI, FMB FMB, SDI and the VB Subsidiaries Subsidiaries, respectively, by all necessary corporate (or in the case of the VB Partnerships, partnership) partnership action, do does not contravene (i) the Seller's’s, FCI'sFRI’s, FMB’s, SDI's or the VB Subsidiaries' ’ charter or by-laws (or in the case of the VB Partnerships, partnership agreements)agreement, (ii) any law, rule or regulation applicable to the Seller, FCI or FMB FRI, FMB, SDI or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on or affecting any of the Seller, FCIFRI, FMB, SDI or the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, FCIFRI, FMB FMB, SDI, the VB Subsidiaries or their properties (except where such contravention would not have a Material Adverse EffectEffect with respect to such Persons or properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Seller, FCIFRI, FMB FMB, SDI or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, FCIFRI, FMB and FMB, SDI or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- ------------------------------------ performance by Seller, FCI, FMB and the VB Subsidiaries of each of the Facility Documents to which they are a party, and the consummation of the transactions contemplated hereby and under the Facility Documents have in all cases been duly authorized by Seller, FCI, FMB and the VB Subsidiaries by all necessary corporate (or in the case of the VB Partnerships, partnership) action, do not contravene (i) Seller's, FCI's, FMB's or the VB Subsidiaries' charter or by-laws (or in the case of the VB Partnerships, partnership agreements), (ii) any law, rule or regulation applicable to Seller, FCI or FMB or the VB Subsidiaries, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other agreement or instrument binding on or affecting Seller, FCI, FMB, the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting Seller, FCI, FMB or their properties (except where such contravention would not have a Material Adverse Effect), and do not result in or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which Seller, FCI, FMB or the VB Subsidiaries is a party have been duly executed and delivered on behalf of Seller, FCI, FMB and the VB Subsidiaries.