Common use of Authorization, Enforceability, Etc Clause in Contracts

Authorization, Enforceability, Etc. (a The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate actions by Borrower and does not and will not (i) violate any provision of Borrower's articles of incorporation, bylaws, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan, or credit agreement or any other agreement, document, instrument, or certificate to which Borrower is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b No approval, authorization, order, license, permit, franchise, or consent of, or registration, declaration, qualification, or filing with, any governmental authority or other Person is required in connection with the execution, delivery, and performance by Borrower of any of the Loan Documents. (c The Loan Documents constitute legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. To the best of Borrower's knowledge after good faith diligent inquiry, the Applicable Underlying Transaction Documents constitute legal, valid, and binding obligations of the relevant Applicable Underlying Developers and Applicable Underlying Guarantors, enforceable against each of them in accordance with the respective terms of such Applicable Underlying Transaction Documents. (d Borrower has good and marketable title to all of the Collateral, free and clear of any Lien, security interest, charge, or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or the Permitted Liens and Encumbrances. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender. (e The execution and delivery of the Loan Documents, the delivery and [if the document is a promissory note or instrument (as defined in the Code)] endorsement to Lender of the Pledged Notes Receivable, Pledged Put and Reserve Agreements, Pledged Consumer Notes Receivable and Purchased Consumer Notes Receivable, the filing and recordation of UCC-1 and UCC-3 financing statements in each Applicable Jurisdiction, and the recordation or registration in the Applicable Jurisdiction in accordance with all Applicable Laws of the Pledges and Assignments of Notes Receivable and the Pledges and Assignments of Consumer Notes Receivable and Interval Mortgages create in favor of Lender valid and perfected continuing first priority Liens and security interests in and to all of the Collateral. The Collateral secures the full payment and performance of the Obligations. (f To the best of Borrower's knowledge after good faith diligent inquiry, none of the Pledged Notes Receivable, Pledged Put and Reserve Agreements, Pledged Consumer Notes Receivable or Purchased Consumer Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity, and during the term of this Agreement, none will be forged, or will have affixed thereto any unauthorized signatures. (g There have been no material modifications or amendments whatsoever to the Pledged Notes Receivable, the Pledged Put and Reserve Agreements or the Applicable Mortgages, other than those expressly approved by Lender in writing, the originals of which have been delivered to Custodian. (h Borrower has received no notice that there have been any material modifications or amendments to the Pledged Consumer Notes Receivable, the Purchased Consumer Notes Receivable or the Interval Mortgages. (i None of the makers of the Pledged Notes Receivable and, to the best of Borrower's knowledge after good faith diligent inquiry, the Pledged Consumer Notes Receivable or Purchased Consumer Notes Receivable have any defenses, offsets, claims, or counterclaims, relating to the Pledged Notes Receivable, the Pledged Put and Reserve Agreements, any of the other Applicable Underlying Transaction Documents, the Pledged Consumer Notes Receivable or the Purchased Consumer Notes Receivable, and Borrower has received no notice that any such defense, offset, claim or counterclaim is claimed to exist. (j The Applicable Mortgages, if any, constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the real property encumbered thereby. (k The Interval Mortgages constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the Encumbered Intervals. (l The Pledged Notes Receivable, the Pledged Put and Reserve Agreements, and the Applicable Mortgages are and shall remain in full force and effect as valid and binding obligations of the respective Applicable Underlying Developers in favor of Lender, as holder and/or collateral assignee. (m The Pledged Consumer Notes Receivable, the Purchased Consumer Notes Receivable and the Interval Mortgages are and shall remain in full force and effect as valid and binding obligations of the respective Purchasers in favor of Lender, as collateral assignee. (n The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective Applicable Underlying Developer under any of the Applicable Underlying Transaction Documents. (o The grant of the Liens and security interests described herein by the Applicable Underlying Developers to Borrower and by Borrower to Lender has not affected and will not adversely affect the validity or enforceability of the obligations of the respective makers of the Pledged Consumer Notes Receivable and Purchased Consumer Notes Receivable under such Consumer Notes Receivable or the corresponding Interval Mortgages. (p Lender is not and shall not be required to take, and Borrower has taken, any and all required steps to protect Lender's Liens and security interests in the Collateral (other than maintaining or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instruments and timely filing continuation statements for UCC financing statements); and Lender is not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, any Collateral release Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a a) The execution, delivery and performance by Borrower of the Loan Documents has are within the corporate powers of the Borrower, have been duly authorized by all necessary corporate actions by Borrower action and does do not and will not (i) violate any provision of Borrower's the articles of incorporation, bylaws, incorporation or the bylaws of Borrower or of any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination, determination or award presently in effect having applicability to which Borrower is a party or is subjectBorrower; (ii) result inrequire the consent or approval of, or require the creation filing or imposition ofregistration with, any Lien upon governmental body, agency or with respect to any asset of Borrower other than Liens in favor of Lenderauthority; or (iii) result in a breach of, of or constitute a default by Borrower under, or result in the imposition of any indenturelien, loan, charge or credit encumbrance not in favor of Lender upon any property of Borrower pursuant to any indenture or other material agreement or any other agreement, document, instrument, or certificate to material instrument under which Borrower is a party or by which it or any of its assets are properties may be bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b No approval, authorization, order, license, permit, franchise, or consent of, or registration, declaration, qualification, or filing with, any governmental authority or other Person is required in connection with the execution, delivery, and performance by Borrower of any of the Loan Documents. (c b) The Loan Documents to which Borrower is a party constitute legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. To , except as such except as such enforceability may be limited by bankruptcy or similar laws affecting the best enforceability of Borrower's knowledge after good faith diligent inquiry, the Applicable Underlying Transaction Documents constitute legal, valid, and binding obligations of the relevant Applicable Underlying Developers and Applicable Underlying Guarantors, enforceable against each of them in accordance with the respective terms of such Applicable Underlying Transaction Documentscreditors’ rights generally. (d Borrower has good and marketable title to all of the Collateral, free and clear of any Lien, security interest, charge, or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or the Permitted Liens and Encumbrances. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender. (e c) The execution and delivery of the Loan Documents, the delivery and [if the document is a promissory note or instrument (as defined in the Code)] endorsement to Lender filing of the Pledged Notes Receivable, Pledged Put and Reserve Agreements, Pledged Consumer Notes Receivable and Purchased Consumer Notes Receivable, the filing and recordation of UCC-1 and UCC-3 UCC financing statements in each Applicable Jurisdictionwith the appropriate Secretary of State, and the recordation or registration in the Applicable Jurisdiction in accordance with all Applicable Laws of the Pledges and Assignments of Notes Receivable and the Pledges and Assignments of Consumer Notes Receivable and Interval Mortgages other Loan Documents create in favor of Lender valid and perfected continuing first priority Liens and security interests in and to all of the CollateralCollateral subject to Permitted Liens. The Collateral secures the full payment and performance of the Obligations. (f d) To the best of Borrower's knowledge after good faith diligent inquiry’s knowledge, none of the Pledged Notes Receivable, Pledged Put and Reserve Agreements, Pledged Consumer Notes Receivable or Purchased Consumer Notes Receivable Collateral is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity, and during the term of this Agreement, none will be forged, or will have affixed thereto any unauthorized signatures. (g e) There have been no material modifications or amendments whatsoever to the Pledged Notes Receivable, the Pledged Put and Reserve Agreements or the Applicable Mortgages, other than those expressly approved by Lender in writing, the originals of which have been delivered to CustodianEligible Loans. (h Borrower has received no notice that there have been any material modifications or amendments to the Pledged Consumer Notes Receivablef) To Borrower’s knowledge, the Purchased Consumer Notes Receivable or the Interval Mortgages. (i None of the makers of the Pledged Notes Receivable and, to the best of Borrower's knowledge after good faith diligent inquiry, the Pledged Consumer Notes Receivable or Purchased Consumer Notes Receivable have any defenses, offsets, claims, or counterclaims, relating to the Pledged Notes Receivable, the Pledged Put and Reserve Agreements, any of the other Applicable Underlying Transaction Documents, the Pledged Consumer Notes Receivable or the Purchased Consumer Notes Receivable, and Borrower has received no notice that any such defense, offset, claim or counterclaim is claimed to exist. (j The Applicable Mortgages, if any, constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the real property encumbered thereby. (k The Interval Mortgages constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the Encumbered Intervals. (l The Pledged Notes Receivable, the Pledged Put and Reserve Agreements, and the Applicable Mortgages Eligible Loans pledged as Collateral are and shall remain in full force and effect as valid and binding obligations of the respective Applicable Underlying Developers in favor of Lender, as holder and/or collateral assigneeparties thereto. (m The Pledged Consumer Notes Receivable, the Purchased Consumer Notes Receivable and the Interval Mortgages are and shall remain in full force and effect as valid and binding obligations of the respective Purchasers in favor of Lender, as collateral assignee. (n g) The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective Applicable Underlying Developer under parties to the Eligible Loans or pursuant to any of the Applicable Underlying Transaction Documents. related documents or instruments. (o The grant of the Liens and security interests described herein by the Applicable Underlying Developers to Borrower and by Borrower to Lender has not affected and will not adversely affect the validity or enforceability of the obligations of the respective makers of the Pledged Consumer Notes Receivable and Purchased Consumer Notes Receivable under such Consumer Notes Receivable or the corresponding Interval Mortgages. (p h) Lender is not and shall not be required to take, and Borrower has taken, any and all required steps to protect perfect and maintain Lender's Liens and ’s security interests in the Collateral (other than maintaining or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instruments and timely filing continuation statements for UCC financing statements); and Lender is not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, any Collateral release Borrower from any of the its Obligations.