(b) Before and after giving effect to such Purchase, no Default or Event of Default shall have occurred and be continuing.
ARTICLE VII REPRESENTATIONS AND WARRANTIES
To induce the Buyer to enter into this Agreement, to grant the Purchase Commitment and to Purchase Mortgage Loans hereunder, the Sellers represent and warrant to the Buyer:
Section 7.1 Organization, Standing, Etc. GMC is a corporation and GMCLLC is a limited liability company, each duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and each has all requisite organizational power and authority, and requisite qualifications, to carry on its business as now conducted, to enter into the Related Documents and to perform its obligations under the Related Documents.
Section 7.2 Authorization and Validity. The execution, delivery and performance by the Sellers of the Related Documents have been duly authorized by all necessary approval action by the Sellers, and the Related Documents constitute the legal, valid and binding obligations of the Sellers, enforceable against the Sellers in accordance with their terms.
Section 7.3 No Conflict; No Default. The execution, delivery and performance by the Sellers of the Related Documents will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to the Sellers, (b) violate or contravene any provisions of the Articles (or Certificate) of Organization or membership agreement of the Sellers, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which any Seller is a party or by which it or any of its properties may be bound.
Section 7.4 Government Consent. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority is required on the part of the Sellers to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, the Related Documents.
Section 7.5 Financial Statements and Condition. GMCLLCs audited financial statements as at December 31, 2013, and its unaudited financial statements as at December 31, 2014, as heretofore furnished to the Buyer, have been prepared in accordance with GAAP on a consistent basis and fairly present the financial condition of the Sellers and the Subsidiaries and the results of its operations, changes in financial position, and statement of cash flows for the respective periods then ended. Since December 31, 2013, there has been no Adverse Event.
Section 7.6 Litigation and Contingent Liabilities. Schedule 7.6 lists all material actions, suits or proceedings pending or, to the knowledge of the Sellers, threatened against or affecting the Sellers before any court, arbitrator, governmental department or other instrumentality and all material contingent liabilities of the Sellers.
Section 7.7 Compliance. The Sellers are in material compliance with all statutes and governmental rules and regulations applicable to it. There does not exist any violation by the Sellers of any applicable federal, state or local law, rule or regulation or order of any government, governmental department or other instrumentality relating to environmental, pollution, health or safety matters which will or threatens to impose a material liability on the Sellers or which would require a material