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

Power and Authority; Due Authorization. Such Person has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate action.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (iiB) perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary limited liability company action the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (iiB) perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary limited liability company action the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it and (ii) perform its obligations under has duly authorized by all necessary limited partnership action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it and (ii) perform its obligations under has duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it, and (ii) perform its obligations under has duly authorized by all necessary limited liability company action the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it and (ii) perform its obligations under has duly authorized by all necessary corporate or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it, and (ii) perform its obligations under has duly authorized by all necessary limited liability company action the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (iiB) perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) carry out the terms of and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents to which it is a party and (iiC) perform its obligations under to assign or grant the security interest in the assets transferred by it on the terms and conditions in this Agreement and (ii) has taken all necessary action to authorize the other execution, delivery and performance of the Transaction Documents to which it is a party and to assign or grant a security interest in the execution, delivery assets transferred by it on the terms and performance of, and the consummation of the transactions provided for in, conditions in this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionAgreement.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it and (ii) perform its obligations under has duly authorized by all necessary limited partnership action the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate action.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it, and (ii) perform its obligations under has duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary corporate power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under this Agreement and the other Transaction Documents applicable to it and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionin any capacity.

Power and Authority; Due Authorization. Such Person has (a) all necessary power power, authority and authority legal right to (i) execute execute, deliver and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and (iib) perform its obligations under if applicable, duly authorized by all necessary organizational action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery granting of collateral security on the terms and performance of, subject to the conditions provided herein and the consummation of the transactions provided for in, this Agreement and in the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionDocuments.

Power and Authority; Due Authorization. Such Person The Custodian (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of the Transaction Documents to which it is a party and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents Agreements to which it is a party and (iiB) carry out the terms of and perform its obligations under this Agreement and the other Transaction Documents Agreements applicable to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents Agreements to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents Agreements to which it is a party and (iiB) carry out the terms of and perform its obligations under the Transaction Agreements to which it is a party, and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents Agreements to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary corporate power and authority (A) to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) to perform each of its obligations under each of the Transaction Documents to which it is a party and (C) to service the Transferred Receivables and Related Rights originated by it and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (iiB) perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary limited liability company action the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate action.party. 31 SK 28677 0004 8494650 v1726

Power and Authority; Due Authorization. Such Person It (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it, and (ii) perform its obligations under has duly authorized by all necessary corporate, partnership or limited liability company action, as SK 28677 0004 8422003 v14 applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.

Power and Authority; Due Authorization. Such Person has (a) all necessary power power, authority and authority legal right to (i) execute execute, deliver and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and (iib) perform its obligations under duly authorized by all necessary organizational action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery granting of security on the terms and performance of, subject to the conditions provided herein and the consummation of the transactions provided for in, this Agreement and in the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionDocuments.

Power and Authority; Due Authorization. Such Person It (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) carry out the terms of and perform its obligations under this Agreement and the other Transaction Documents applicable to it and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Person by all necessary corporate actionparty.