Common use of Power and Authority; Due Authorization Clause in Contracts

Power and Authority; Due Authorization. The Purchaser (i) has the power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and (C) sell the First Step Transferred Property on the terms and conditions herein provided and (ii) has duly authorized by taken all necessary action on its part to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale of the First Step Transferred Property on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Purchaser Seller (iA) has the power and authority to (A1) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B2) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and (ii3) sell the First Step Transferred Property on the terms and conditions herein provided and (B) has duly authorized by taken all necessary action on its part to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale of the First Step Transferred Property on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary corporate power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority to legal right (A) to execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) to carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) to sell and assign the Accounts and Related Assets on the terms and conditions herein provided, and (ii) has duly authorized by all necessary limited liability company action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyand the sales and assignments described in clause 7.1(a)(i)(C) above.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Receivable Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary organizational action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Receivable Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller (A) has all necessary power, authority and legal right to (i) has the power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and Agreement, (Bii) carry out the terms of this Agreement and the other Transaction Documents to which it is a party Agreement, and (iiiii) sell and assign the Receivables on the terms and conditions herein provided and (B) has been duly authorized by all necessary corporate and other action on to the execute, deliver and perform its part the execution, delivery and performance of obligations under this Agreement and the other Transaction Documents to which it is a partyAgreement.

Power and Authority; Due Authorization. The Purchaser Seller (A) has all necessary power, authority and legal right to (i) has the power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and Agreement, (Bii) carry out the terms of this Agreement and the other Transaction Documents to which it is a party Agreement, and (iiiii) sell and assign the Receivables on the terms and conditions herein provided and (B) has been duly authorized by all necessary corporate and other action on to the execute, deliver and perform its part the execution, delivery and performance of obligations under this Agreement and the other Transaction Documents to which it is a partyAgreement.

Power and Authority; Due Authorization. The Purchaser Seller has (a) ---------------------------------------- all necessary power, authority and legal right to (i) has the power execute, deliver and authority to (A) execute and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (ii) has to sell Participations on the terms and subject to the conditions herein provided, and (b) duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and such sales and the granting of a security interest in the Collateral on the terms and conditions provided herein.

Power and Authority; Due Authorization. The Purchaser Seller has (a) all necessary power, authority and legal right (i) has the power and authority to (A) execute and deliver this Agreement deliver, and perform its obligations under, each Transaction Document to which it is a party, (ii) to carry out the other terms of the Transaction Documents to which it is a party and (Biii) carry out to originate, acquire, own, sell and assign Receivables on the terms of this Agreement and subject to the other Transaction Documents to which it is a party conditions herein and therein provided; and (iib) has duly authorized by all necessary action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyby all necessary corporate action.

Power and Authority; Due Authorization. The Purchaser Seller has (a) all -------------------------------------- necessary power, authority and legal right (i) has the power and authority to (A) execute and deliver this Agreement deliver, and the other perform its obligations under, each Transaction Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents Document to which it is a party and (ii) has to acquire or generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partycorporate action.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B2) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Receivable Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary organizational action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Receivable Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller has (a) all necessary power, authority and legal right to (i) has the power execute, deliver and authority to (A) execute and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (ii) has to sell Participations on the terms and subject to the conditions herein provided, and (b) duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and such sales and the granting of a security interest in the Collateral on the terms and conditions provided herein.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Agreement Documents to be executed and delivered in connection herewith (B) carry out the terms of the Agreement Documents to which it is a party and (BC) carry out sell and assign Undivided Interests on the terms of this Agreement and the other Transaction Documents to which it is a party conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery delivery, and performance of this Agreement and the other Transaction Agreement Documents to which it is a partyand the sale and assignment of the Undivided Interests on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Buyer (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party party, and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and party, (ii) has duly authorized by all necessary limited liability company action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which the Borrower is a party has been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all -------------------------------------- necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement the Transaction Documents, and (C) sell and assign the other Transaction Documents to which it is a party Purchaser's Interests on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyand the sale and assignment of the Purchaser's Interests on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary limited liability company action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller has (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and Agreement Documents, (B) carry out the terms of this the Agreement Documents, (C) sell and assign Undivided Interests on the other Transaction Documents to which it is a party terms and conditions herein provided and (ii) duly authorized such sale and assignment to the Agent, on behalf of the Purchasers, by all necessary corporate action; and Seller has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Agreement Documents to which it is a party.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyAgreement.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Assigned Receivables and Related Rights on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Purchaser Seller (iA) has the power and authority to (A1) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B2) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and (ii3) sell the First Step Transferred Property on the terms and conditions herein provided and (B) has duly authorized by taken all necessary action on its part to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.party and the sale of the First Step Transferred Property on the terms and conditions herein and therein provided. 5 Receivables Purchase Agreement

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller has (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and Agreement Documents, (B) carry out the terms of this the Agreement Documents, (C) sell and assign Undivided Interests on the other Transaction Documents to which it is a party terms and conditions herein provided and (ii) duly authorized such sale and assignment to Purchaser, by all necessary corporate action; and Seller has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Agreement Documents to which it is a party.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary limited liability company action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B2) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Receivable Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary organizational action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Receivable Interest on the terms and conditions herein provided.

Power and Authority; Due Authorization. The Purchaser Seller (i) has the power all -------------------------------------- necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (C) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyparty and the sale and assignment of the Asset Interest on the terms and conditions herein provided.