Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Seller has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Administrator has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Administrator and constitutes the legal, valid and binding obligation of the Administrator, enforceable against the Administrator in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Closed-End Servicer has the power and authority to execute, deliver and perform its obligations under this Closed-End Servicing Agreement and the other Basic Documents to which it is a party. The Closed-End Servicer has duly authorized the execution and delivery of this Closed-End Servicing Agreement and the other Basic Documents to which it is a party by all necessary corporate action. This Closed-End Servicing Agreement and each other Basic Document to which the Closed-End Servicer is a party have been duly executed and delivered by the Closed-End Servicer. This Closed-End Servicing Agreement and each other Basic Document to which the Closed-End Servicer is a party constitute legal, valid and binding obligations of the Closed-End Servicer, enforceable against the Closed-End Servicer in accordance with their terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Servicer has the power and authority to execute, deliver and perform its obligations under the Servicer Basic Documents. Each Servicer Basic Document has been duly authorized, executed and delivered by the Servicer and constitutes the legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Collateral Agent has the power and authority to execute, deliver and perform its obligations under the Collateral Agent Basic Documents. Each Collateral Agent Basic Document has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral Agent in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Borrower has the power and authority to execute, deliver and perform its obligations under the Borrower Basic Documents. Each Borrower Basic Document has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. The Administrative Agent has the power and authority to execute, deliver and perform its obligations under the Administrative Agent Basic Documents. Each Administrative Agent Basic Document has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligation of the Administrative Agent, enforceable against the Administrative Agent in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. World Omni has the power and authority to execute, deliver and perform its obligations under this Titling Trust Agreement and each other Trust Document to which it is a party. World Omni has duly authorized the execution and delivery of this Titling Trust Agreement and each other Trust Document to which it is a party by all necessary corporate action. This Titling Trust Agreement and each other Trust Document to which it is a party has been duly executed and delivered by World Omni. This Titling Trust Agreement and each other Trust Document to which it is a party constitutes a legal, valid and binding obligation of World Omni, enforceable against World Omni in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization, or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation. Each Holdco has all requisite corporate power, authority and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by each Holdco, the performance by each Holdco of its obligations hereunder, and the consummation by each Holdco of the transactions contemplated hereunder, have been duly authorized and approved by the board of directors and shareholders of each Holdco, and no other corporate action on the part of each Holdco is necessary to authorize the execution and delivery of this Agreement by each Holdco, the performance by each Holdco of its obligations hereunder or the consummation by each Holdco of the transactions contemplated hereunder, subject to, in the case of the consummation of the Arrangement, receipt of the Interim Order, Shareholder Approval and receipt of the Final Order. This Agreement has been duly executed and delivered by such Holdco and, assuming due authorization, execution and delivery by the other parties to this Agreement, constitutes a legally valid and binding obligation of such Holdco, enforceable against such Holdco in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to: (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally; and (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
