Common use of Company and Governmental Authorization, Contravention Clause in Contracts

Company and Governmental Authorization, Contravention. The execution, delivery and performance by the Servicer of this Agreement and each other Transaction Document to which it is a party including the use of the proceeds of purchase and reinvestment: (i) are within the Servicer’s organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) require no authorization, approval or other action by or in respect of, and no notice to or filing with, any Governmental Authority or other Person (other than any authorizations, approvals or other actions made or obtained on or prior to the date hereof) except where the failure to obtain such authorization, approval or other action or make such notice or filing could not reasonably be expected to have a Material Adverse Effect, and (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law or regulation except as would not be reasonably expected to result in a Material Adverse Effect, (2) the organizational documents of the Servicer in any material respect or (3) any judgment, award, injunction, order, writ, or decree or agreement or other instrument binding upon the Servicer or its property except as would not be reasonably expected to result in a Material Adverse Effect or (B) result in the creation or imposition of any lien (other than in favor of the Seller and the Administrator under the Transaction Documents) on assets of the Servicer or any of its Subsidiaries. This Agreement and the other Transaction Documents to which the Servicer is a party have been duly executed and delivered by the Servicer.

Company and Governmental Authorization, Contravention. The execution, delivery and performance by the Servicer Seller of this Agreement and each other Transaction Document to which it is a party including the use of the proceeds of purchase purchases and reinvestmentreinvestments: (i) are within the ServicerSeller’s organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) require no authorization, approval or other action by or in respect of, and no notice to or filing with, any Governmental Authority or other Person with (other than the filing of UCC financing statements and continuation statements and any authorizations, approvals or other actions made or obtained on or prior to the date hereof) ), any Governmental Authority or other Person except where the failure to obtain such authorization, approval or other action or make such notice or filing could not reasonably be expected to have a Seller Material Adverse Effect, and (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law or regulation except as would not be reasonably expected to result in a Material Adverse Effect, any material respect or (2) the organizational documents of the Servicer in any material respect Seller or (3) any agreement, judgment, award, injunction, order, writ, or decree or agreement or other instrument binding upon the Servicer Seller or its property except as would not be reasonably expected to result in a Seller Material Adverse Effect or (B) result in the creation or imposition of any lien (other than liens in favor of the Seller and the Administrator under the Transaction Documents) on assets of the Servicer or any of its SubsidiariesSeller. This Agreement and the other Transaction Documents to which the Servicer Seller is a party have been duly executed and delivered by the ServicerSeller.

Company and Governmental Authorization, Contravention. The execution, delivery and performance by the Servicer Seller of this Agreement and each other Transaction Document to which it is a party including the use of the proceeds of purchase purchases and reinvestmentreinvestments: (i) are within the ServicerSeller’s organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) require no authorization, approval or other action by or in respect of, and no notice to or filing with, any Governmental Authority or other Person with (other than the filing of UCC financing statements and continuation statements and any authorizations, approvals or other actions made or obtained on or prior to the date hereof) ), any Governmental Authority or other Person except where the failure to obtain such authorization, approval or other action or make such notice or filing could not reasonably be expected to have a Seller Material Adverse Effect, and (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law or regulation except as would not be reasonably expected to result in a Material Adverse Effect, any material respect or (2) the organizational documents of the Servicer in any material respect Seller or (3) any agreement, judgment, award, injunction, order, writ, or decree or agreement or other instrument binding upon the Servicer Seller or its property except as would not be reasonably expected to result in a Seller Material Adverse Effect or (B) result in the creation or imposition of any lien (other than liens in favor of the Seller and the Administrator under the Transaction Documents) on assets of the Servicer or any of its SubsidiariesSeller. This Agreement and the other Transaction Documents to which the Servicer Seller is a party have been duly executed and delivered by the Servicer.Seller. (c) Binding Effect of Agreement. Each of this Agreement and each other Transaction Document to which it is a party constitutes the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. (d)