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

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (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. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (ii) has duly authorized by all necessary corporate company action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (ax) execute and deliver this Agreement and the other Transaction Documents to which it is a party, party and (by) 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 the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate limited liability company action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (aA) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (bB) carry out the terms of the Transaction Documents 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 to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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 the Transaction Documents 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 to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (aA) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (bB) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate organizational action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate limited liability company action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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, party 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. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, corporate power and authority and legal right to (a) execute and deliver this Agreement and the each other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents Facility Document to which it is a party, and (ii) has to perform its obligations hereunder and thereunder. The execution and delivery by the Servicer of this Agreement and each other Facility Document to which it is a party, and the performance of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the execution, delivery part of the Servicer; and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Facility Document to which the Servicer is a party have has been duly and validly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The As of each Borrowing Date, the Servicer (i) has all necessary power, corporate or limited liability company power and authority and legal right to (a) execute and deliver this Agreement and the each other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents Facility Document to which it is a party, and (ii) has to perform its obligations hereunder and thereunder. The execution and delivery by the Servicer of this Agreement and each other Facility Document to which it is a party, and the performance of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or limited liability company action on the execution, delivery part of the Servicer; and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Facility Document to which the Servicer is a party have has been duly and validly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (ii) has duly authorized by all necessary corporate company action the execution, delivery 84 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate trust action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (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. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.. 103

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (ax) execute and deliver this Agreement and the other Transaction Documents to which it is a party, party and (by) carry out the terms of this Agreement and the other Transaction Documents to which it is a party, and (ii) has duly authorized by taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (ii) has duly authorized authorized, by all necessary corporate action organizational action, 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (ax) execute and deliver this Agreement and the other Transaction Documents to which it is a party, party and (by) 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 the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a 101 DMSLIBRARY01\32370595.v1 party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other each Transaction Documents Document to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate action action, the execution, delivery and performance of this Agreement and the other each Transaction Documents Document to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary corporate power, authority and legal right to (a) execute and deliver this Agreement and the other each Transaction Documents Document to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized authorized, by all necessary corporate action action, the execution, delivery and performance of this Agreement and the other each Transaction Documents Document to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (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. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.. 101

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (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. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.. 76

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate statutory trust action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, power and authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate organizational action 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 Servicer is a party have has been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (ii) has duly authorized by all necessary corporate limited liability companycorporate action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, corporate power and authority and legal right to (a) execute and deliver this Agreement and the each other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents Document to which it is a party, and (ii) has to perform its obligations hereunder and thereunder. The execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the execution, delivery part of the Servicer; 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 Servicer is a party have has been duly and validly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (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. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.. 80

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) 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 (ii) has duly authorized by all necessary corporate limited liability company action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate statutory trust action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary limited liability company power, authority and 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 the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate limited liability company action 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 Servicer is a party have been duly executed and delivered by the Servicer.

Power and Authority; Due Authorization, Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (bh) carry out the terms of the Transaction Documents 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 to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.