Servicer has all necessary corporate or similar power and authority to (i) execute and enter into this Agreement, and (ii) perform the obligations required of it hereunder and the other documents, instruments and agreements relating to this Agreement executed by it pursuant hereto.  The execution and delivery by Servicer of this Agreement and all documents, instruments and agreements executed and delivered by it pursuant hereto, and the consummation by it of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the Servicer.  This Agreement (i) has been duly executed and delivered by the Servicer, (ii) constitutes the valid and legally binding obligation of the Servicer, and (iii) is enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).