Common use of Authorization and Enforceability Clause in Contracts

Authorization and Enforceability. The Seller has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party have each been duly and validly authorized by all necessary corporate action on the part of the Seller (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the Organizational Documents of the Seller, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller or (iv) require any consent under any such agreement, instrument or indenture, where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiaries, or result in the creation of any Lien upon any property or assets of the Seller, or result in or permit the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affected. This Agreement, the Custody Agreement and all other Repurchase Documents constitute the legal, valid, and binding obligations of the Seller enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

Authorization and Enforceability. The Seller has the requisite limited liability company power and authority to execute, deliver and perform this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party have each been duly and validly authorized by all necessary corporate limited liability company action on the part of the Seller (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the Organizational Documents of the Seller, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller or (iv) require any consent under any such agreement, instrument or indenture, where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its SubsidiariesSeller, or result in the creation of any Lien upon any property or assets of the Seller, or result in or permit the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affected. This Agreement, the Custody Agreement and all other Repurchase Documents constitute the legal, valid, and binding obligations of the Seller enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally, and subject to the general principles of equity.

Authorization and Enforceability. The Seller Borrower has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement Warehousing Note and all other Repurchase Loan Documents to which it Borrower is a party or in which it joins or has joinedand to make the borrowings under this Agreement. The execution, delivery and performance by the Seller Borrower of this Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents to which it Borrower is a party and the making of the borrowings under this Agreement, and the Warehousing Note, have each been duly and validly authorized by all necessary corporate action on the part of the Seller Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (ia) conflict with or violate any Legal Requirementprovision of law, (ii) conflict with of any judgments binding upon Borrower, or violate the Organizational Documents of the Sellerarticles of incorporation or by-laws of Borrower, or (iiib) conflict with or result in a breach of or of, constitute a default or require any consent under, or result in or require the acceleration of any indebtedness of Borrower under any agreement, instrument or indenture binding on the Seller to which Borrower is a party or (iv) require any consent under any such agreement, instrument by which Borrower or indenture, where the conflict, violation, breach, default its property may be bound or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiariesaffected, or result in the creation of any Lien upon any property or assets of Borrower (other than the Seller, or result in or permit Lien on the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affectedCollateral granted under this Agreement). This Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents constitute the legal, valid, valid and binding obligations of the Seller Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally' rights.

Authorization and Enforceability. The Seller Company has the power and authority to execute, deliver and perform this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party and the borrowing of the Loan have each been duly and validly authorized by all necessary corporate action on the part of the Seller Company (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with Requirement or violate the Organizational Documents articles of incorporation or bylaws of the SellerCompany, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller Company or (iv) require any consent under any such agreement, instrument or indenture, indenture where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its SubsidiariesElements, or result in the creation of any Lien upon any property or assets of the SellerCompany except the Lien securing the Obligations, or result in or permit the acceleration of any debt of the Seller Company pursuant to any agreement, instrument or indenture to which the Seller Company is a party or by which the Seller Companies or its their property may be bound or affected. This Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers constitute the legal, valid, and binding obligations of the Seller Company enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

Authorization and Enforceability. The Seller has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party have each been duly and validly authorized by all necessary corporate action on the part of the Seller (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the Organizational Documents of the Seller, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller or (iv) require any consent under any such agreement, instrument or indenture, where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiaries, or result in the creation of any Lien upon any property or assets of the Seller, or result in or permit the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affected. This Agreement, the Custody Agreement and all other Repurchase Documents constitute the legal, valid, and binding obligations of the Seller enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

Authorization and Enforceability. The Seller has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents to which it is a party have each been duly and validly authorized by all necessary corporate action on the part of the Seller (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal RequirementLaw, (ii) conflict with or violate the Organizational Documents of the Seller, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller or (iv) require any consent under any such agreement, instrument or indenture, where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiaries, or result in the creation of any Lien upon any property or assets of the Seller, or result in or permit the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affected. This Agreement, the Custody Agreement and all other Repurchase Documents constitute the legal, valid, and binding obligations of the Seller enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

Authorization and Enforceability. The Seller Each Borrower has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement Warehousing Notes and all the other Repurchase Loan Documents to which it such Borrower is a party or in which it joins or has joinedand to make the borrowings under this Agreement. The execution, delivery and performance by the Seller each Borrower of this Agreement, the Custody Agreement Warehousing Notes and all the other Repurchase Loan Documents to which it such Borrower is a party and the making of the borrowings under this Agreement, and the Warehousing Notes, have each been duly and validly authorized by all necessary corporate action limited partnership or limited liability company action, as applicable, on the part of the Seller such Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirementprovision of law, (ii) conflict with of any judgments binding upon such Borrower, or violate the Organizational Documents of the Sellercertificate of limited partnership or partnership agreement of GPF or the certificate of formation or operating agreement of W&D, (iii) conflict with or result in a breach of or of, constitute a default or require any consent under, or result in or require the acceleration of any indebtedness of either Borrower under any agreement, instrument or indenture binding on the Seller to which such Borrower is a party or (iv) require any consent under any such agreement, instrument by which either Borrower or indenture, where the conflict, violation, breach, default its property may be bound or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiariesaffected, or result in the creation of any Lien upon any property or assets of either Borrower (other than the Seller, or result in or permit Lien on the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affectedCollateral granted under this Agreement). This Agreement, the Custody Agreement Warehousing Notes and all the other Repurchase Loan Documents to which either Borrower is a party constitute the legal, valid, valid and binding obligations of the Seller such Borrower, enforceable in accordance with their respective terms, except as that enforceability may be limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generallyand general principles of equity.

Authorization and Enforceability. The Seller Each Borrower has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement Warehousing Note and all other Repurchase Loan Documents to which it such Borrower is a party or in which it joins or has joinedand to make the borrowings under this Agreement. The execution, delivery and performance by the Seller each Borrower of this Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents to which it each Borrower is a party and the making of the borrowings under this Agreement, and the Warehousing Note, have each been duly and validly authorized by all necessary corporate action on the part of the Seller each Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (ia) conflict with or violate any Legal Requirementprovision of law, (ii) conflict with of any judgments binding upon such Borrower, or violate the Organizational Documents of the Sellercertificates of incorporation or by-laws or other organizational or governing documents of such Borrower, or (iiib) conflict with or result in a breach of or of, constitute a default under or require any consent (which has not or will not have been obtained) under, or result in or require the acceleration of any indebtedness of such Borrower under, any agreement, instrument or indenture binding on the Seller to which such Borrower is a party or (iv) require any consent under any by which such agreement, instrument Borrower or indenture, where the conflict, violation, breach, default its property may be bound or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiariesaffected, or result in the creation of any Lien upon any property or assets of such Borrower (other than the Seller, or result in or permit Lien on the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affectedCollateral granted under this Agreement). This Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents constitute the legal, valid, valid and binding obligations of the Seller each Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generallyand general principles of equity.

Authorization and Enforceability. The Seller has the power full right, power, capacity and authority to execute, deliver and perform this Agreement, the Custody Agreement and all the other Repurchase Documents agreements, documents and certificates executed and delivered by it pursuant to which it is a party or in which it joins or has joinedthis Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents of each instrument to which it is a party be executed and delivered by the Seller pursuant hereto (a) have each been duly and validly authorized by all necessary corporate action actions on the part of the Seller Seller, (none of which has been modified or rescinded, and all of which are in full force and effectb) and do not and will not (i) conflict with or violate contravene any Legal Requirement, (ii) conflict with or violate provision of the Organizational Documents governing instruments of the Seller, nor violate any provision of law, rule, ordinance or regulation or any order, judgment or decree applicable to the Seller, (iiic) conflict except as disclosed in Schedule 2.02 of the Disclosure Statement, will not, with or result in without the giving of notice or the lapse of time, or both, constitute a breach of or constitute a default under under, require the consent or approval of any agreement, instrument or indenture binding on the Seller or (iv) require any consent under any such agreement, instrument or indenture, where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiariesother party to, or result in the creation of any Lien upon any property or assets of the Seller, or result in or permit cause the acceleration of any debt of the Seller pursuant to obligation under, any agreement, agreement or instrument or indenture to which the Seller is a party or by which the Seller Assets are bound, (d) will not result in the creation or its property may be bound imposition of any lien, encumbrance, charge, claim or affectedrestriction upon any of the Assets, and (e) will not result in the loss of or require the repayment of any government grant, subsidy or tax credit. This AgreementAgreement has been duly executed and delivered by the Seller, and the Custody Agreement and all other Repurchase Documents each of the instruments to be executed and delivered by them pursuant hereto shall constitute the legal, valid, valid and binding obligations of the Seller Seller, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

Authorization and Enforceability. The Seller Each Borrower has the power and authority to execute, deliver and perform this Agreement, the Senior Credit Note, the Custody Agreement and all other Repurchase Documents Credit Papers to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller each Borrower of this Agreement, the Senior Credit Note, the Custody Agreement and all other Repurchase Documents Credit Papers to which it is a party and the borrowing of the Loan have each been duly and validly authorized by all necessary corporate action on the part of the Seller Borrower (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the Organizational Documents articles of incorporation, bylaws or regulations (as the case may be) of the SellerBorrower, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller Borrower or (iv) require any consent under any such agreement, instrument or indenture, indenture where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Borrowers and their consolidated Subsidiaries, taken as a whole, or result in the creation of any Lien upon any property or assets of either Borrower except the SellerLien securing the Obligations, or result in or permit the acceleration of any debt of the Seller either Borrower pursuant to any agreement, instrument or indenture to which the Seller is a Borrowers are party or by which the Seller Borrowers or its their property may be bound or affected. This Agreement, the Senior Credit Note, the Custody Agreement and all other Repurchase Documents Credit Papers constitute the legal, valid, and binding obligations of the Seller Borrowers enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ ' rights generally.

Authorization and Enforceability. The Seller Each Borrower has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement Warehousing Note and all other Repurchase Loan Documents to which it Borrower is a party or in which it joins or has joinedand to make the borrowings under this Agreement. The execution, delivery and performance by the Seller each Borrower of this Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents to which it Borrower is a party and the making of the borrowings under this Agreement, and the Warehousing Note, have each been duly and validly authorized by all necessary corporate company action on the part of the Seller Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (ia) conflict with or violate any Legal Requirementprovision of law, (ii) conflict with of any judgments binding upon Borrower, or violate the Organizational Documents of the Sellerarticles of organization or operating agreement of First NLC LLC or of the articles of incorporation or by-laws of NLC, Inc. and First NLC, Inc., or (iiib) conflict with or result in a breach of or of, constitute a default or require any consent under, or result in or require the acceleration of any indebtedness of Borrower under any agreement, instrument or indenture binding on the Seller to which Borrower is a party or (iv) require any consent under any such agreement, instrument by which Borrower or indenture, where the conflict, violation, breach, default its property may be bound or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiariesaffected, or result in the creation of any Lien upon any property or assets of Borrower (other than the Seller, or result in or permit Lien on the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affectedCollateral granted under this Agreement). This Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents constitute the legal, valid, valid and binding obligations of the Seller each Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generallyrights.

Authorization and Enforceability. The Seller Each Borrower has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement Warehousing Note and all other Repurchase Loan Documents to which it Borrower is a party or in which it joins or has joinedand to make the borrowings under this Agreement. The execution, delivery and performance by the Seller each Borrower of this Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents to which it Borrower is a party and the making of the borrowings under this Agreement, and the Warehousing Note, have each been duly and validly authorized by all necessary corporate company action on the part of the Seller Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (ia) conflict with or violate any Legal Requirementprovision of law, (ii) conflict with of any judgments binding upon Borrower, or violate the Organizational Documents of the Sellerarticles of organization or operating agreement of MMA, MTEI and MMA Construction or of the articles of incorporation or bylaws of Midland Mortgage and MMA Capital, or (iiib) conflict with or result in a breach of or of, constitute a default or require any consent under, or result in or require the acceleration of any indebtedness of any Borrower under any agreement, instrument or indenture binding on the Seller to which Borrower is a party or (iv) require any consent under any such agreement, instrument by which Borrower or indenture, where the conflict, violation, breach, default its property may be Dated: 5/23/2003 Amended: 6/11/2004 bound or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its Subsidiariesaffected, or result in the creation of any Lien upon any property or assets of Borrower (other than the Seller, or result in or permit Lien on the acceleration of any debt of the Seller pursuant to any agreement, instrument or indenture to which the Seller is a party or by which the Seller or its property may be bound or affectedCollateral granted under this Agreement). This Agreement, the Custody Agreement Warehousing Note and all the other Repurchase Loan Documents constitute the legal, valid, valid and binding obligations of the Seller Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generallyrights.

Authorization and Enforceability. The Seller Company has the power and authority to execute, deliver and perform this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party and the borrowing of the Loan have each been duly and validly authorized by all necessary corporate action on the part of the Seller Company (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with Requirement or violate the Organizational Documents articles of incorporation or bylaws of the SellerCompany, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller Company or (iv) require any consent under any such agreement, instrument or indenture, indenture where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its SubsidiariesElements, or result in the creation of any Lien upon any property or assets of the SellerCompany except the Lien securing the Obligations, or result in or permit the acceleration of any debt of the Seller Company pursuant to any agreement, instrument or indenture to which the Seller Company is a party or by which the Seller Company or its property may be bound or affected. This Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers constitute the legal, valid, and binding obligations of the Seller Company, enforceable in accordance with their respective terms, 67 82 except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ ' rights generally.

Authorization and Enforceability. The Seller Company has the power and authority to execute, deliver and perform this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party and the borrowing of the Loan have each been duly and validly authorized by all necessary corporate action on the part of the Seller Company (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with Requirement or violate the Organizational Documents articles of incorporation or bylaws of the SellerCompany, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller Company or (iv) require any consent under any such agreement, instrument or indenture, indenture where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its SubsidiariesElements, or result in the creation of any Lien upon any property or assets of the SellerCompany except the Lien securing the Obligations, or result in or permit the acceleration of any debt of the Seller Company pursuant to any agreement, instrument or indenture to which the Seller Company is a party or by which the Seller Company or its property may be bound or affected. This Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers constitute the legal, valid, and binding obligations of the Seller Company enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

Authorization and Enforceability. The Seller Company has the power and authority to execute, deliver and perform this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party and the borrowing of the Loan have each been duly and validly authorized by all necessary corporate action on the part of the Seller Company (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with Requirement or violate the Organizational Documents articles of incorporation or bylaws of the SellerCompany, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller Company or (iv) require any consent under any such agreement, instrument or indenture, indenture where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller or any of its SubsidiariesElements, or result in the creation of any Lien upon any property or assets of the SellerCompany except the Lien securing the Obligations, or result in or permit the acceleration of any debt of the Seller Company pursuant to any agreement, instrument or indenture to which the Seller Company is a party or by which the Seller Company or its property may be bound or affected. This Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers constitute the legal, valid, and binding obligations of the Seller Company, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ ' rights generally.

Authorization and Enforceability. The Seller Company has the power and authority to execute, deliver and perform this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party or in which it joins or has joined. The execution, delivery and performance by the Seller Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers to which it is a party and the borrowing of the Loan have each been duly and validly authorized by all necessary corporate action on the part of the Seller Company (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the Organizational Documents articles of incorporation or bylaws of the SellerCompany, (iii) conflict with or result in a breach of or constitute a default under any agreement, instrument or indenture binding on the Seller Company or (iv) require any consent under any such agreement, instrument or indenture, where the conflict, violation, breach, default or nonconsent could reasonably be expected to have a material adverse effect on any of the Central Elements in respect of the Seller Company or any of its Subsidiaries, or result in the creation of any Lien upon any property or assets of the SellerCompany except the Lien securing the Obligations, or result in or permit the acceleration of any debt of the Seller Company pursuant to any agreement, instrument or indenture to which the Seller Company is a party or by which the Seller Company or its property may be bound or affected. This Agreement, the Senior Credit Notes, the Custody Agreement and all other Repurchase Documents Facilities Papers constitute the legal, valid, and (except as to those Facilities Papers, such as financing statements, that are not contracts) binding obligations of the Seller Company enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally and by equitable principles relating to or affecting enforcement of creditors' rights generally or relief of debtors generally.