Common use of Due Authorization; Binding Effect Clause in Contracts

Due Authorization; Binding Effect. The execution, delivery and performance of this Agreement, each Subservicing Supplement and all documents executed pursuant hereto and thereto by Servicer has been duly and validly authorized by all necessary corporate, shareholder or other action. This Agreement has been, and upon their execution each Subservicing Supplement and all documents executed pursuant hereto and thereto by Servicer shall be, duly executed and delivered by Servicer, and (assuming due authorization, execution and delivery by Ocwen) this Agreement constitutes, and upon their execution, each Subservicing Supplement and all documents executed pursuant hereto and thereto by Servicer shall constitute, the legal, valid and binding obligations of Servicer, enforceable against Servicer in accordance with their respective terms, subject to the Enforceability Exceptions.