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

Power and Authority; Due Authorization. The Borrower (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower Such Originator (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral Receivables and the Related Rights to the Administrative Agent Buyer on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower (i) has all necessary limited liability company power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary limited liability company action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower Transferor (i) has all necessary corporate power and authority to (A) to execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) to perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in to sell and assign the Collateral to the Administrative Agent Transferred Assets on the terms and subject to the conditions herein and therein provided and (ii) has duly authorized by all necessary corporate action such grant sale and assignment and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary limited liability company action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower (i) has all necessary limited liability company power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary corporate action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.. (d)

Power and Authority; Due Authorization. The Borrower Each of the Borrower, GWG DLP Funding II, LLC, Subsidiaries and the Master Trusts (ia) has all necessary power power, authority and authority legal right to (Ai) execute execute, deliver and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and (Bii) perform its obligations under in the case of the Borrower, to borrow moneys on the terms and subject to the conditions herein provided, and (b) is duly authorized, by all necessary action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest and. in the Collateral to case of the Administrative Agent Borrower, the borrowing, and the granting of security therefor, on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a partyherein.

Power and Authority; Due Authorization. The Borrower Each of the Borrower, GWG DLP Funding II, LLC, Subsidiaries and the Master Trusts (ia) has all necessary power power, authority and authority legal right to (Ai) execute execute, deliver and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and (Bii) perform its obligations under in the case of the Borrower, to borrow moneys on the terms and subject to the conditions herein provided, and (b) is duly authorized, by all necessary action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest and, in the Collateral to case of the Administrative Agent Borrower, the borrowing, and the granting of security therefor, on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a partyherein.

Power and Authority; Due Authorization. The Borrower It (i) has all necessary power power, authority and authority legal right to (A) own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, (B) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (BC) perform carry out the terms of the Transaction Documents, and (D) borrow the Loans, issue the Certificates and grant a security interest in its obligations under assets on the terms and conditions herein provided and (ii) has duly authorized by all necessary action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (C) grant a the borrowing of the Loans, the issuance of the Certificates and the granting of the security interest in the Collateral to the Administrative Agent its assets on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a partyprovided.

Power and Authority; Due Authorization. The Borrower It (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral Receivables and the Related Rights to the Administrative Agent Company on the terms and subject to the conditions herein provided provided, and (ii) has duly authorized by all necessary organizational action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Borrower Each of the Borrower, GWG DLP Funding II, LLC, Subsidiaries and the Master Trusts (ia) has all necessary power power, authority and authority legal right to (Ai) execute execute, deliver and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and (Bii) perform its obligations under in the case of the Borrower, to borrow moneys on the terms and subject to the conditions herein provided, and (b) is duly authorized, by all necessary action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest and, in the Collateral to case of the Administrative Agent Borrower, the borrowing, and the granting of security therefor, on the terms and subject to the conditions herein provided and herein. 23 (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.c)