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and validly authorized by all necessary corporate action on the part of the Seller (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the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all necessary corporate limited liability company action on the part of the Seller (none of which has been modified or rescinded, and all of which are in full force and effect) and do not and will not (i) conflict with or violate any Legal Requirement, (ii) conflict with or violate the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 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 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 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 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.

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 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. (e)

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, and the Parent has the power and authority to execute, deliver and perform the Guaranty and the Guaranty Confirmation. 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, and the execution, delivery and performance by the Parent of the Guaranty and the Guaranty Confirmation, have each been duly and validly authorized by all necessary corporate action on the part of the Seller Company or the Parent, as applicable (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 or the Parent, (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) the Parent, or 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 SellerCompany or the Parent except the Lien securing the Obligations, or result in or permit the acceleration of any debt of the Seller Company or the Parent pursuant to any agreement, instrument or indenture to which the Seller Company or the Parent is a party or by which the Seller Company or the Parent 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, and the Guaranty constitutes the legal, valid and binding obligation of the Parent, 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 of the Borrower, the Guarantor and NovaStar Mortgage has the power and authority to execute, deliver and perform this Agreement, the Custody Agreement and all other Repurchase Loan Documents to which it is a party or in which it joins or has joinedand to make the borrowings and pledge the security hereunder and thereunder. The execution, delivery and performance by the Seller of this AgreementBorrower, the Custody Agreement Guarantor and all other Repurchase NovaStar Mortgage of the Loan Documents to which it is a party and the making of the borrowings and pledge of security hereunder and thereunder have each been duly and validly authorized by all necessary corporate action on the part of the Seller (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, or violate the Organizational Documents of the Sellerarticles of incorporation or by-laws of, (iii) the Borrower, the Guarantor, or NovaStar Mortgage, 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 Subsidiariesunder, or result in the creation of any Lien upon any property or assets of the SellerBorrower, the Guarantor or NovaStar Mortgage, other than the Lien on the Collateral granted hereunder and on the Servicing Collateral granted under the Servicing Security Agreement, or result in or permit require the acceleration of any debt indebtedness of the Seller Borrower, the Guarantor or NovaStar Mortgage pursuant to any agreement, instrument or indenture to which the Seller Borrower, the Guarantor or NovaStar Mortgage is a party or by which the Seller Borrower, the Guarantor or its NovaStar Mortgage or their property may be bound or affected. This Agreement, the Custody Agreement Note and all other Repurchase Loan Documents contemplated hereby or thereby constitute the legal, valid, and binding obligations of the Seller Borrower, the Guarantor and NovaStar Mortgage, as applicable, 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 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 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. Detroit\1205907\17\

Authorization and Enforceability. The Seller has Borrowers have the power and authority to execute, deliver and perform this Agreement, the Custody Agreement Note and all other Repurchase Loan Documents to which it is a the Borrowers are party or in which it joins or and to make the borrowings hereunder. The Guarantor has joinedthe power and legal capacity to execute, deliver and perform the Guaranty. The execution, delivery and performance by the Seller Borrowers of this Agreement, the Custody Agreement Note and all other Repurchase Loan Documents to which it is a the Borrowers are party and the making of the borrowings hereunder and thereunder have each been duly and validly authorized by all necessary corporate action on the part of the Seller Borrowers (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 the Borrowers, or violate the Organizational Documents of the Sellerarticles of incorporation or by-laws of the Borrowers, (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 Subsidiariesunder, or result in the creation of any Lien upon any property or assets of the SellerBorrowers other than the Lien on the Collateral granted hereunder, or result in or permit require the acceleration of any debt indebtedness of the Seller Borrowers 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 Custody Agreement Note and all other Repurchase Loan Documents contemplated hereby or thereby constitute the legal, valid, and binding obligations of the Seller Borrowers or of the Guarantor, as applicable, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ ' rights generallyand by general principles of equity.