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

Company and Governmental Authorization, Contravention. The execution, delivery and performance by such Originator of this Agreement and each other Transaction Document to which it is a party: (i) are within such Originator’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 the UCC financing statements and continuation statements contemplated hereunder, disclosures and filings under applicable securities laws, any authorizations, approvals or other actions made or obtained on or prior to the date hereof), any Governmental Authority or other Person, and (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law or regulation, (2) the organizational documents of such Originator or (3) any material agreement, judgment, writ, injunction, order, award, decree or other instrument binding upon such Originator 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 liens in favor of the Company and the Administrator under the Transaction Documents) on assets of such Originator or any of its Subsidiaries. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by such Originator.

Company and Governmental Authorization, Contravention. The execution, delivery and performance by such Originator of this Agreement and each other the Transaction Document Documents to which it is a party: (i) party are within such Originator’s organizational corporate or limited partnership powers, (ii) as the case may be, have been duly authorized by all necessary organizational corporate or partnership action, (iii) as applicable, require no authorization, approval or other action by or in respect of, and no notice to or filing with with, any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or official thereof (other than except for the filing of the UCC Uniform Commercial Code financing statements and continuation statements contemplated hereunder, disclosures and filings under applicable securities laws, any authorizations, approvals or other actions made or obtained on or prior to the date hereofas required by this Agreement), any Governmental Authority or other Person, and (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law law, rule or regulationregulation or of the articles or certificate of incorporation or bylaws or the certificate of limited partnership or partnership agreement, (2) the organizational documents as applicable, of such Originator or (3) of any material agreement, agreement or instrument or any judgment, writ, injunction, order, award, writ or decree or other instrument binding upon such Originator or its property except as would and will not be reasonably expected to result in a Material Adverse Effect or (B) result in the creation or imposition of any lien Adverse Claim (other than liens in favor of the Company except those created by this Agreement and the Administrator under the Transaction DocumentsReceivables Purchase Agreement) on the assets of such Originator or any of its Subsidiaries. This Agreement and the other Transaction Documents Subsidiaries except, in any case, where such contravention or default could not reasonably be expected to which it is have a party have been duly executed and delivered by such OriginatorMaterial Adverse Effect.

Company and Governmental Authorization, Contravention. The execution, delivery and performance by such Originator the Seller of this Agreement and each other Transaction Document to which it is a partyparty including the use of the proceeds of purchases and reinvestments: (i) are within such Originatorthe 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 the UCC financing statements and continuation statements contemplated hereunder, disclosures and filings under applicable securities laws, any authorizations, approvals or other actions made or obtained on or prior to the date hereof), any Governmental Authority or other Person, and (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law or regulation, regulation or (2) the organizational documents of such Originator the Seller or (3) any material agreement, judgment, writaward, injunction, order, awardwrit, decree or other instrument binding upon such Originator the Seller 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 liens in favor of the Company Seller and the Administrator under the Transaction Documents) on assets of such Originator or any of its Subsidiariesthe Seller. This Agreement and the other Transaction Documents to which it the Seller is a party have been duly executed and delivered by such Originatorthe Seller.