The execution, delivery and performance of this Agreement, each Sale Supplement and all documents executed pursuant hereto and thereto by HLSS has been duly and validly authorized by all necessary limited liability company or other action. This Agreement has been, and upon their execution each Sale Supplement and all documents executed pursuant hereto and thereto by HLSS shall be, duly executed and delivered by HLSS, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon their execution, each Sale Supplement and all documents executed pursuant hereto and thereto by HLSS shall constitute, the legal, valid and binding obligations of HLSS, enforceable against HLSS in accordance with their respective terms, subject to the Enforceability Exceptions.