Common use of Execution, Delivery and Enforceability Clause in Contracts

Execution, Delivery and Enforceability. This Agreement and the other Amendment Documents has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor have the full power and authority to enter into and perform this Agreement and the execution, delivery and performance of this Agreement by each of Borrower and Guarantor (i) has been duly and validly authorized by all necessary action on the part of each of Borrower and Guarantor, (ii) does not conflict with any judgment, order or decree of any court or arbiter in any proceeding to which Borrower or Guarantor is a party, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower or Guarantor is bound or to which it is a party. No consent of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement and the other Amendment Documents, or if such consent is required, such consent has been delivered to Lender, and each of Borrower and Guaranty hereby agrees to and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not a party hereto.

Execution, Delivery and Enforceability. This Agreement and Subject to the other Amendment Documents entry of the Approval Order, Seller has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor have the full all requisite limited liability company power and authority to enter into execute and deliver, and perform its obligations under this Agreement and the executionAncillary Agreements to which it is or becomes a party and to consummate the transactions contemplated hereby and thereby. Subject to the entry of the Approval Order, the execution and delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which it is or becomes a party, the performance by each Seller of Borrower its obligations hereunder and Guarantor (i) has thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of each Seller and no other limited liability company proceedings on its part are necessary to authorize the execution and delivery by Seller of Borrower this Agreement and Guarantor, (ii) does not conflict with any judgment, order or decree of any court or arbiter in any proceeding the Ancillary Agreements to which Borrower Seller is or Guarantor is becomes a party, the performance by Seller of its obligations hereunder and (iii) does not conflict with thereunder or constitute a material breach ofthe consummation by Seller of the transactions contemplated hereby and thereby. Assuming the due authorization, or constitute a material default under, any contract, agreement or other instrument execution and delivery by which Borrower or Guarantor is bound or Purchaser of this Agreement and the Ancillary Agreements to which it is a party. No consent of any Person not or becomes a party heretowhen executed by Purchaser, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement constitutes, and the other Amendment Documents, Ancillary Agreements to which Seller is or if such consent is required, such consent has been delivered to Lender, and each of Borrower and Guaranty hereby agrees to and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not becomes a party heretowhen executed and delivered by it will constitute, its valid and legally binding obligations, enforceable against it, in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. This Agreement and the other Amendment Documents Purchaser has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor have the full all requisite limited liability company power and authority to enter into execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser, and to consummate the transactions contemplated thereby. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements which are executed by each it, and the consummation of Borrower the transactions contemplated hereby and Guarantor (i) has thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of each of Borrower and Guarantor, (ii) does not conflict with any judgment, order or decree of any court or arbiter in any proceeding to which Borrower or Guarantor is a partyPurchaser, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or no other instrument by which Borrower or Guarantor is bound or limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a partyparty or to consummate the transactions contemplated hereby and thereby. No consent Assuming the due authorization, execution and delivery by Seller of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement and the other Amendment Documentsdue authorization, execution and delivery by Seller and Seller’s Guarantor of the Ancillary Agreements which are executed by it when executed by Seller (or if such consent is requiredSeller’s Guarantor, such consent has been delivered to Lenderin the case of Seller’s Guaranty), this Agreement does, and each the Ancillary Agreements when executed by Purchaser will, constitute the valid and legally binding obligations of Borrower Purchaser, enforceable against Purchaser, as applicable, in accordance with its and Guaranty hereby agrees their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not a party heretoby general equitable principles.

Execution, Delivery and Enforceability. This Agreement Each of the Sellers has all requisite limited liability company power, and the other Amendment Documents Company has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvencyall requisite limited partnership power, and similar proceedings affecting each of the rights of creditors generallySellers and the Company has the authority to execute and deliver, and general principles of equity. Each of Borrower and Guarantor have the full power and authority to enter into and perform its obligations under, this Agreement and the Ancillary Agreements which are executed by it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Sellers and the Company of this Agreement and of the Ancillary Agreements which are executed by each it, and the consummation of Borrower the transactions contemplated hereby and Guarantor (i) has thereby, have been duly and validly authorized by all necessary limited liability company, or limited partnership, as applicable, action required on the part of each of Borrower the Sellers and Guarantor, (ii) does not conflict with any judgment, order or decree of any court or arbiter in any proceeding to which Borrower or Guarantor is a partythe Company, and (iii) does not conflict with no other limited liability company or constitute a material breach oflimited partnership proceedings on the part of each of the Sellers or the Company, or constitute a material default underas applicable, any contract, agreement or other instrument by which Borrower or Guarantor is bound or are necessary to authorize this Agreement and the Ancillary Agreements to which it is a partyparty or to consummate the transactions contemplated hereby and thereby. No consent Assuming the due authorization, execution and delivery by each Purchaser of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement and the other Amendment Documentsdue authorization, execution and delivery by each Purchaser and Purchasers’ Guarantor of the Ancillary Agreements which are executed by it when executed by such Purchaser (or if such consent is requiredPurchasers’ Guarantor, such consent has been delivered to Lenderin the case of the Purchasers’ Guaranty), this Agreement does and each of Borrower and Guaranty hereby agrees to and does indemnify, defend and hold harmless Servicer, Lender and the Ancillary Agreements which are executed by each of the Noteholders from Sellers and against any the Company when executed and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any delivered by such Person will constitute the valid and legally binding obligations of such Person, enforceable against such Person in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or entity which is not a party heretoother similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Execution, Delivery and Enforceability. This Agreement Seller and the other Amendment Documents has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor Affiliates have the full all requisite power and authority to enter into execute and deliver, and perform their respective obligations under, this Agreement and the executionAncillary Agreements to which Seller or its Affiliates, as applicable, is or becomes a party and to consummate the Transactions. The execution and delivery by Seller and performance its Affiliates of this Agreement and the Ancillary Agreements to which Seller or its Affiliates is or becomes a party, the performance by each Seller or its Affiliates of Borrower its obligations hereunder and Guarantor (i) has thereunder, and the consummation by Seller and its Affiliates of the Transactions have been duly and validly authorized by all necessary corporate or partnership action (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or partnership) required by Seller and its Affiliates, and no other acts, approvals, or corporate or partnership proceedings (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or partnership) on its part or on the part of each of Borrower and Guarantor, (ii) does not conflict with any judgment, order or decree the holders of any court of Seller’s or arbiter in its Affiliates’ equity or debt securities or any proceeding other Person are necessary to which Borrower or Guarantor is a partyauthorize the same. Assuming the due authorization, execution, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument delivery by which Borrower or Guarantor is bound or to which it is a party. No consent Purchaser of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement and the other Amendment DocumentsAncillary Agreements to which Purchaser is or becomes a party, or if such consent is required, such consent has been delivered to Lenderthis Agreement constitutes, and each Ancillary Agreement to which Seller or any of Borrower and Guaranty hereby agrees to and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage its Affiliates is or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not becomes a party heretowhen executed and delivered by Seller or such Affiliate shall constitute the valid and legally binding obligations of Seller or such Affiliate, as applicable, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Execution, Delivery and Enforceability. This Agreement and the other Amendment Documents (a) With respect to each Purchaser (i) it has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor have the full all requisite power and authority to enter into execute and deliver, and to perform its obligations under this Agreement and to consummate the Transactions, (ii) the execution, delivery and performance of this Agreement by each and the consummation of Borrower and Guarantor (i) has the Transactions have been duly and validly authorized by all necessary company action required on the part of each such Purchaser, (iii) no other company proceedings on the part of Borrower such Purchaser are necessary to authorize this Agreement or to consummate the Transactions, and Guarantor(iv) assuming the due authorization, execution and delivery of this Agreement by Sellers and CPI, this Agreement constitutes the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles. (b) With respect to Purchasers' Parent, (i) it has all requisite corporate power and authority to execute and deliver, and to perform its obligations under this Agreement and to consummate the Transactions, (ii) does not conflict with any judgmentthe execution, order or decree delivery and performance of any court or arbiter in any proceeding to which Borrower or Guarantor is a party, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower or Guarantor is bound or to which it is a party. No consent of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action required on the part of Purchasers' Parent, (iii) no other Amendment Documents, corporate proceedings on the part of Purchasers' Parent are necessary to authorize this Agreement or if such consent is required, such consent has been delivered to Lenderconsummate the Transactions, and each (iv) assuming the due authorization, execution and delivery of Borrower this Agreement by Sellers, this Agreement constitutes the valid and Guaranty hereby agrees legally binding obligation of Purchasers' Parent, enforceable against Purchasers' Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not a party heretoby general equitable principles.

Execution, Delivery and Enforceability. This Agreement Seller and the other Amendment Documents has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor Dynegy have the full all requisite corporate power and authority to enter into execute and deliver, and perform its obligations under, this Agreement and the execution, Ancillary Agreements to which either of them is or becomes a party and to consummate the Transactions. The execution and delivery by Seller and performance Dynegy of this Agreement and of the Ancillary Agreements to which either of them is or becomes a party, the performance by each Seller and Dynegy of Borrower their obligations hereunder and Guarantor (i) has thereunder and the consummation by Seller and Dynegy of the Transactions, have been duly and validly authorized by all necessary corporate action required on the part of each Seller and Dynegy and no other acts, approvals or corporate or limited liability company proceedings on its part or on the part of Borrower and Guarantor, (ii) does not conflict with any judgment, order or decree the holders of any court of its equity or arbiter in any proceeding to which Borrower or Guarantor is a party, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower or Guarantor is bound or to which it is a party. No consent of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board debt securities or any Ground Lessorother Person are necessary to authorize the same. Assuming the due authorization, is required for Borrower or Guarantor to enter into execution and perform delivery by Purchaser of this Agreement and the other Amendment DocumentsAncillary Agreements to which Purchaser is or becomes a party, or if such consent is required, such consent has been delivered to Lenderthis Agreement constitutes, and each of Borrower and Guaranty hereby agrees the Ancillary Agreements to and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage which Seller or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person Dynegy is or entity which is not becomes a party heretowhen executed and delivered by it shall constitute, the valid and legally binding obligations of Seller or Dynegy, as applicable, enforceable against it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Execution, Delivery and Enforceability. This Agreement Each of the Purchasers and the other Amendment Documents Purchasers’ Guarantor has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor have the full all requisite corporate power and authority to enter into execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Purchaser and the Purchasers’ Guarantor of this Agreement and the Ancillary Agreements which are executed by each it, and the consummation of Borrower the transactions contemplated hereby and Guarantor (i) has thereby, have been duly and validly authorized by all necessary corporate action required on the part of each of Borrower Purchaser and the Purchasers’ Guarantor, (ii) does not conflict with any judgment, order or decree and no other corporate proceedings on the part of any court or arbiter in any proceeding Purchaser are necessary to which Borrower or Guarantor is a party, authorize this Agreement and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower or Guarantor is bound or the Ancillary Agreements to which it is a partyparty or to consummate the transactions contemplated hereby and thereby. No consent Assuming the due authorization, execution and delivery by each of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform Sellers of this Agreement and the other Amendment Documentsdue authorization, execution and delivery by each Seller and Sellers’ Guarantor of the Ancillary Agreements which are executed by it when executed by such Seller (or if such consent is requiredSellers’ Guarantor, such consent has been delivered to Lenderin the case of the Sellers’ Guaranty), this Agreement does, and the Ancillary Agreements when executed by each Purchaser and the Purchasers’ Guarantor will, constitute the valid and legally binding obligations of Borrower such Purchaser and Guaranty hereby agrees the Purchasers’ Guarantor, enforceable against such Purchaser and the Purchasers’ Guarantor, as applicable, in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not a party heretoby general equitable principles.

Execution, Delivery and Enforceability. This Agreement and the other Amendment Documents Purchaser has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor have the full all requisite corporate power and authority to enter into execute and deliver, and to perform its obligations under, this Agreement and the execution, Ancillary Agreements to which Purchaser is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance by Purchaser of this Agreement and of the Ancillary Agreements to which Purchaser is or becomes a party, the performance by each Purchaser of Borrower its obligations hereunder and Guarantor (i) has thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of each Purchaser and no other corporate proceedings on its part are necessary to authorize the execution and delivery by Purchaser of Borrower this Agreement and Guarantor, (ii) does not conflict with any judgment, order or decree of any court or arbiter in any proceeding to which Borrower or Guarantor is a party, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower or Guarantor is bound or the Ancillary Agreements to which it is or becomes a party. No consent of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Managerperformance by Purchaser of its obligations hereunder and thereunder or the consummation by Purchaser of the transactions contemplated hereby and thereby. Assuming the due authorization, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into execution and perform delivery by Seller of this Agreement and the other Amendment DocumentsAncillary Agreements to which Seller is or becomes a party, or if such consent is requiredwhen executed by Seller, such consent has been delivered to Lenderthis Agreement constitutes, and each of Borrower and Guaranty hereby agrees the Ancillary Agreements to and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage which Purchaser is or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not becomes a party heretowhen executed by Purchaser will constitute, the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. This Agreement Seller and the other Amendment Documents has been duly executed and delivered by Borrower and Guarantor and is the legal, valid and binding obligation of Borrower and Guarantor, enforceable in accordance with its terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. Each of Borrower and Guarantor Affiliates have the full all requisite power and authority to enter into execute and deliver, and perform their respective obligations under, this Agreement and the executionAncillary Agreements to which Seller or its Affiliates, as applicable, is or becomes a party and to consummate the Transactions to the extent Seller or its Affiliates is a party thereto. The execution and delivery by Seller and performance its Affiliates of this Agreement and the Ancillary Agreements to which Seller or its Affiliates is or becomes a party, the performance by each Seller or its Affiliates of Borrower its obligations hereunder and Guarantor (i) has thereunder, and the consummation by Seller and its Affiliates of the Transactions have been duly and validly authorized by all necessary action corporate or limited liability company actions (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or limited liability company) required by Seller and its Affiliates, and no other acts, approvals, or corporate or limited liability company proceedings (or other actions of the appropriate organizational types for any Affiliate of Seller that is not a corporation or limited liability company) on its part or on the part of each of Borrower and Guarantor, (ii) does not conflict with any judgment, order or decree the holders of any court of Seller’s equity or arbiter in debt securities or any proceeding other Person are necessary to which Borrower or Guarantor is a partyauthorize the same. Assuming the due authorization, execution, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument delivery by which Borrower or Guarantor is bound or to which it is a party. No consent Buyer of any Person not a party hereto, including, without limitation, any Franchisor, any Manager, the Condominium Manager, the Condominium Board or any Ground Lessor, is required for Borrower or Guarantor to enter into and perform this Agreement and the other Amendment DocumentsAncillary Agreements to which Buyer is or becomes a party, or if such consent is required, such consent has been delivered to Lenderthis Agreement constitutes, and each Ancillary Agreement to which Seller or any of Borrower and Guaranty hereby agrees to and does indemnify, defend and hold harmless Servicer, Lender and each of the Noteholders from and against any and all loss, damage its Affiliates is or liability whatsoever, including, without limitation, attorneys' fees and costs, arising from any failure to obtain the consent of any such Person or entity which is not becomes a party heretowhen executed and delivered by Seller or such Affiliate shall constitute, the valid and legally binding obligations of Seller or such Affiliate, as applicable, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.