Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of the Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Etc. The execution, delivery and performance by each Loan Party of this Sixth Amendment and each other Loan Document to which it is or will be a party, # have been duly authorized by all necessary action, # do not and will not contravene # any of its Governing Documents, # any applicable Requirement of Law or # any material Contractual Obligation binding on or otherwise affecting it or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Authorization, Etc. Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.

Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of the Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of the Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment, and the performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby # have been duly authorized by all necessary action, # do not and will not contravene # any of such Loan Party's Governing Documents, # any applicable material Requirement of Law or # any material Contractual Obligation binding on or otherwise affecting such Loan Party or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable such Loan Party operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment, and the performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby # have been duly authorized by all necessary action, # do not and will not contravene # any of such Loan Party's Governing Documents, # any applicable material Requirement of Law or # any material Contractual Obligation binding on or otherwise affecting such Loan Party or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable such Loan Party operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Authorization, Etc. Each Obligor and its Subsidiaries are duly authorized to execute, deliver and perform this Amendment and each other Loan Document to which it is or will be a party. The execution, delivery and performance of the Financing Agreement, as amended hereby, and each other Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Obligor or any Subsidiary of an Obligor, except those already obtained; # contravene the Organic Documents of any Obligor or any Subsidiary of an Obligor; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of a Lien (other than Permitted Liens) on Borrower's Property.

Authorization, Compliance, Etc. The execution and delivery of, and the performance by each Seller and Guarantor of its obligations under, the Facility Documents to which it is a party # are within such Seller’s and Guarantor’s powers, # have been duly authorized by all requisite action, # do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, # do not violate any indenture, agreement, document or instrument to which such Seller, Guarantor or any of its Subsidiaries is a party, or by which any of them or any of their properties, any of the Repurchase Assets is bound or to which any of them is subject and # are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Facility Document, result in the creation or imposition of any Lien upon any of the property or assets of such Seller, Guarantor or any of its Subsidiaries pursuant to, any such indenture, agreement, document or instrument. No Seller or Guarantor is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Facility Documents to which it is a party.

Authorization, Compliance, Etc. The execution and delivery of, and the performance by each Seller and Guarantor of its obligations under, the Facility Documents to which it is a party # are within such Seller’s and Guarantor’s powers, # have been duly authorized by all requisite action, # do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, # do not violate any indenture, agreement, document or instrument to which such Seller or Guarantor or any of their Subsidiaries is a party, or by which any of them or any of their properties, any of the Repurchase Assets is bound or to which any of them is subject and # are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Facility Document, result in the creation or imposition of any Lien upon any of the property or assets of such Seller or Guarantor or any of their Subsidiaries pursuant to, any such indenture, agreement, document or instrument. No Seller nor Guarantor is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Facility Documents to which it is a party.