Common use of Power and Authority Clause in Contracts

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate requisite power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuing Entity, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuing Entity by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to carry out its terms; the Agreement. The Depositor has full the power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned transferred to and deposited with the Trust and the Depositor has duly authorized such sale and assignment transfer and deposit to the Trust by all necessary limited liability company action; , and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary limited liability company action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and the authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the . The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Holding Trust and the Depositor has duly authorized such sale and assignment and deposit to the Holding Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; , and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute execute, deliver and deliver this Agreement and to carry out perform its terms; obligations under the Depositor Basic Documents. The Depositor has full the power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned transferred to and deposited with the Trust Issuer and the Depositor has duly authorized such sale sale, assignment, transfer and assignment and deposit to the Trust conveyance by all necessary limited liability company action; and the execution, delivery and performance of this Agreement the Depositor Basic Documents has been duly authorized by the Depositor by all necessary limited liability company action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which the Depositor is a party have been and will be duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and Trust; the Depositor has duly authorized such sale and sale, assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the . The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the . The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; , the Depositor has shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this the Agreement has shall have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and ------------------- authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the Receivables and other property to be sold and assigned to and deposited with the Trust Issuing Entity and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuing Entity by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been and the other Basic Documents to which the Depositor is a party have been, duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action, respectively; and the execution, delivery and performance of this Agreement has and the Depositor's Related Documents have been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; terms and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and Agreement, to carry out its terms; terms and to consummate the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; transactions contemplated herein, and the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated herein have been duly authorized by the Depositor by all necessary actioncorporate action on the part of the Depositor.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its respective terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale transfer and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement by the Depositor has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has shall have the corporate power and authority to execute and deliver this the Agreement and to carry out its terms; the Depositor has shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery and performance of this the Agreement has shall have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate trust power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary trust action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; , the Depositor has full power and authority to sell and assign the property to be sold and assigned to the Issuer as the Owner Trust Estate and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and the other Basic Documents to which it is a party has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action, respectively; and the execution, delivery and performance of this Agreement has and the Depositor’s Related Documents have been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action, respectively; and the execution, delivery and performance of this Agreement has and Depositor's Related Documents have been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the Depositor's Related Documents and to carry out its termsthe terms hereof and thereof; the Depositor has full power and authority to sell transfer and assign the property Trust Assets to be sold transferred and assigned to and deposited with the Trust Issuer by it and the Depositor has duly authorized such sale transfer and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has and the Depositor's Related Documents have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement has been duly authorized by the Depositor by all necessary limited liability company action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement has and the other Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer and the Depositor has Seller and shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor Seller by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the other Transaction Documents to carry out its terms; the which it is a party. The Depositor has full the power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned transferred to and deposited with the Trust and the Depositor has duly authorized such sale and assignment transfer and deposit to the Trust by all necessary corporate action; , and the execution, delivery and performance of this Agreement has and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the all corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their terms; the Depositor has full power and authority to sell and assign the property to be sold sold, and assigned to and deposited with the Trust Trust, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement has and the other Basic Documents to which the Depositor is a party have been duly authorized authorized, executed and delivered by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the Related Documents to which it is a party and to carry out its terms and their terms, respectively; the Depositor has full power and authority to sell and assign the property Trust Property to be sold and assigned to and deposited with the Trust Trustee by it and the Depositor has duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement has and the Related Documents to which it is a party have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and Agreement, to carry out its terms; terms and to consummate the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; transactions contemplated herein, and the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated herein have been duly authorized by the Depositor by all necessary actioncompany action on the part of the Depositor.

Power and Authority. The Depositor has the all corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this the Agreement has shall have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the . The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust and the Owner Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been been, duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its respective terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.and

Power and Authority. The Depositor has the corporate power and ------------------- authority to execute and deliver this Agreement and to carry out its respective terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale transfer and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement by the Depositor has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement has shall have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the Basic Documents and to carry out its terms and their terms, respectively; the Depositor has full power and authority to sell and assign the property Receivables and the Other Conveyed Property to be sold and assigned to and deposited with the Trust by it and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has and the Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary action.

Power and Authority. (i) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; (ii) the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and (iii) the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the . The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.and

Power and Authority. The Depositor has shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; , the Depositor has shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement has shall have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary limited liability company action.

Power and Authority. The Depositor has the corporate power and authority to execute execute, deliver and deliver this Agreement and to carry out perform its terms; obligations under the Depositor Basic Documents. The Depositor has full the power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned transferred to and deposited with the Trust Issuer and the Depositor has duly authorized such sale sale, assignment, transfer and assignment and deposit to the Trust conveyance by all necessary limited liability company action; and the execution, delivery and performance of this Agreement and each other Depositor Basic Document has been duly authorized by the Depositor by all necessary limited liability company action.

Power and Authority. The Depositor has the corporate power and ------------------- authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer and the Depositor has Seller and shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor Seller by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the . The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all (Nissan 2004-C Amended & Restated Trust Agreement) necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate company power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary company action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary company action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which the Depositor is a party have been and will be duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power ------------------- and authority to execute and deliver this Agreement and to carry out its respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement has been been, duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate [corporate] power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary [corporate] action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary [corporate] action.

Power and Authority. The Depositor has the corporate power power, authority and authority legal right to execute and deliver this Agreement and the Basic Documents to which it is a party and to carry out its terms; the Depositor has full power their respective terms and authority to sell and assign the property to be sold and assigned to and deposited with Owner Trustee as the Owner Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionEstate; and the execution, delivery and performance of this Agreement has and the Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary action.

Power and Authority. The Depositor has the corporate requisite entity power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary actionentity action on its part.

Power and Authority. The Depositor has the corporate trust power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary trust action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary trust action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; terms and the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary actionDepositor.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power had at all relevant times, and has, the power, authority and legal right to sell acquire and assign own the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionReceivables; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary corporate action.

Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; terms and the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer as part of the Trust Estate, and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary limited liability company action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary actionDepositor.