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

Company and Governmental Authorization, Contravention. The execution, delivery and performance by the Seller of this Agreement and each other Transaction Document to which it is a party including the use of the proceeds of purchases and reinvestments: (i) are within the Seller’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 (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 in any material respect or (2) the organizational documents of the Seller or (3) any agreement, judgment, award, injunction, order, writ, decree or other instrument binding upon the 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 Seller. This Agreement and the other Transaction Documents to which the Seller is a party have been duly executed and delivered by the Seller.

Company and Governmental Authorization, Contravention. The execution, delivery and performance by the Seller Servicer of this Agreement and each other Transaction Document to which it is a party including the use of the proceeds of purchases purchase and reinvestmentsreinvestment: (i) are within the SellerServicer’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 with, any Governmental Authority or other Person (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 any material respect or a Material Adverse Effect, (2) the organizational documents of the Seller Servicer in any material respect or (3) any agreement, judgment, award, injunction, order, writ, or decree or agreement or other instrument binding upon the Seller Servicer 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 SellerServicer or any of its Subsidiaries. This Agreement and the other Transaction Documents to which the Seller Servicer is a party have been duly executed and delivered by the SellerServicer.

Company and Governmental Authorization, Contravention. The execution, delivery and performance by the Seller of this Agreement and each other Transaction Document to which it is a party including the use of the proceeds of purchases and reinvestments: (i) are within the Seller’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 (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 in any material respect or (2) the organizational documents of the Seller or (3) any agreement, judgment, award, injunction, order, writ, decree or other instrument binding upon the 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 Seller. This Agreement and the other Transaction Documents to which the Seller is a party have been duly executed and delivered by the 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)