Common use of Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale Clause in Contracts

Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing Date Seller of, and the performance of its obligations under this Agreement and the other instruments, certificates and agreements contemplated hereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with its terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment of the Closing Date Seller to the Buyer of its right, title and interest in the Collateral Obligations sold by the Closing Date Seller to the Buyer on the Closing Date as set forth herein, enforceable against the Closing Date Seller, its creditors and purchasers from the Closing Date Seller, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing Date Intermediate Seller of, and the performance of its obligations under this Agreement and the other instruments, certificates and agreements contemplated hereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with its terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Intermediate Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment of each of the Closing Date Intermediate Seller to the Buyer of its right, title and interest in the Collateral Obligations sold by the Closing Date Intermediate Seller to the Buyer on or after the Closing Date as set forth herein, enforceable against each of the Closing Date Intermediate Seller, its creditors and purchasers from the Closing Date Intermediate Seller, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Intermediate Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing Date Seller of, and the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party and the other instruments, certificates and agreements contemplated hereby and thereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with its their respective terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment of or grant of a security interest by the Closing Date Seller to the Buyer of its right, title and interest in the Collateral Obligations sold by the Closing Date Seller to the Buyer on the Closing Date as set forth herein, enforceable against the Closing Date Seller, its creditors and purchasers from the Closing Date Seller, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing Date Intermediate Seller of, and the performance of its obligations under this Agreement and the other instruments, certificates and agreements contemplated hereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with its terms, subject, as to enforcement, (Ai) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Intermediate Seller and (Bii) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment of each of the Closing Date Intermediate Seller to the Buyer of its right, title and interest in the Collateral Obligations sold by the Closing Date Intermediate Seller to the Buyer on or after the Closing Date as set forth herein, enforceable against each of the Closing Date Intermediate Seller, its creditors and purchasers from the Closing Date Intermediate Seller, subject, as to enforcement, (Ax) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Intermediate Seller and (By) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing Date Seller of, and the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party and the other instruments, certificates and agreements contemplated hereby and thereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with its their respective terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment of or grant of a security interest by the Closing Date Seller to the Buyer Depositor, as assigned by the Depositor to the Buyer, of its right, title and interest in the Collateral Obligations sold by the Closing Date Seller to the Buyer on the Closing Date as set forth herein, enforceable against the Closing Date Seller, its creditors and purchasers from the Closing Date Seller, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

Due Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing Date Intermediate Seller of, and the performance of its obligations under this Agreement and the other instruments, certificates and agreements contemplated hereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with its terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Intermediate Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment of each of the Closing Date Intermediate Seller to the Buyer of its right, title and interest in the Collateral Obligations sold by the Closing Date Intermediate Seller to the Buyer on the Closing any Purchase Date as set forth herein, enforceable against each of the Closing Date Intermediate Seller, its creditors and purchasers from the Closing Date Intermediate Seller, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Intermediate Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).