Common use of Capacity; Authorization; Validity Clause in Contracts

Capacity; Authorization; Validity. Each Bank Company has all necessary corporate or similar power and authority to (i) execute and enter into this Agreement, and (ii) perform the obligations required of such Bank Company hereunder and the other documents, instruments and agreements relating to the Program and this Agreement executed by such Bank Company pursuant hereto. The execution and delivery by the Bank Companies of this Agreement and all documents, instruments and agreements executed and delivered by the Bank Companies pursuant hereto, and the consummation by the Bank Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the Bank Companies. This Agreement (i) has been duly executed and delivered by the Bank Companies, (ii) constitutes the valid and legally binding obligation of the Bank Companies, and (iii) is enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. Each Bank NMG Company has all necessary corporate or similar power and authority to (i) execute and enter into this Agreement, and (ii) perform the obligations required of such Bank NMG Company hereunder and the other documents, instruments and agreements relating to the Program and this Agreement executed by such Bank NMG Company pursuant hereto. The execution and delivery by the Bank NMG Companies of this Agreement and all documents, instruments and agreements executed and delivered by the Bank NMG Companies pursuant hereto, and the consummation by the Bank NMG Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the Bank NMG Companies. This Agreement (i) has been duly executed and delivered by the Bank NMG Companies, (ii) constitutes the valid and legally binding obligation of the Bank NMG Companies, and (iii) is enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).