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

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer pledge and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower Purchaser (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each this Agreement and the other Transaction Document 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 limited liability company action, action the execution, delivery and performance of each this Agreement and the other Transaction Document Documents to which it is a party and the transfer and assignment Purchase of an ownership and security interest in the Collateral Sale Portfolio on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower Purchaser is a party have been duly executed and delivered by the BorrowerPurchaser.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each this Agreement and the other Transaction Document 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 limited liability company action, the execution, delivery and performance of each this Agreement and the other Transaction Document Documents to which it is a party and the transfer and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (aA) execute and deliver each this Agreement and the other Transaction Document Documents to which it is a party, and (bB) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company organizational action, the execution, delivery and performance of each this Agreement and the other Transaction Document Documents to which it is a party and the transfer and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower Buyer (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each this Agreement and the other Transaction Document Documents to which it is a party, and (b) 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 limited liability company action, action the execution, delivery and performance of each this Agreement and the other Transaction Document Documents to which it is a party and the transfer and assignment purchase of an ownership and security interest in the Collateral Sale Assets on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower Buyer is a party have been duly executed and delivered by the BorrowerBuyer.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company corporate action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer pledge and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.. [Investcorp] Loan and Security Agreement

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company corporate power, authority and legal right to (ax) execute and deliver each Transaction Document to which it is a party, and (by) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company corporate action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This The Collateral Administration Agreement, the Custodian Agreement, this Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower Buyer (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each this Agreement and the other Transaction Document Documents to which it is a party, and (b) 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 limited liability company action, action the execution, delivery and performance of each this Agreement and the other Transaction Document Documents to which it is a party and the transfer and assignment purchase of an ownership and security interest in the Collateral Transferred Assets on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower Buyer is a party have been duly executed and delivered by the BorrowerBuyer.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.. USActive 37382726.29 69

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer pledge and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided, subject only to Permitted Liens. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment grant of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by the Borrower (i) has all necessary limited liability company power, authority of this Agreement and legal right to (a) execute and deliver each other Transaction Document to which it is a party, and (b) carry out the terms performance of its obligations hereunder and thereunder and the Borrower’s use of the Transaction Documents to which it is a partyproceeds of the Loan made hereunder, and (ii) has duly authorized by all necessary limited liability company actionthe grant to the Agent, for the executionbenefit of the Lender, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and first priority security interest (subject only to Permitted Liens) in the Collateral on the terms and conditions herein providedof this Agreement, are within its powers and authority and have been duly authorized by all necessary organizational action on its part. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction Document to which it is a party, and (b) carry out the -71- terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer pledge and assignment of an ownership and a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower and the Guarantor each (i) has have all necessary limited liability company or corporation, as applicable, power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company or corporation, as applicable, action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower or the Guarantor is a party have been duly executed and delivered by the BorrowerBorrower or the Guarantor, as applicable.

Power and Authority; Due Authorization, Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction 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 limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.. (d)