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

Power and Authority; Due Authorization. The Seller (i) has the power and authority 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 (C) sell the First Step Transferred Property on the terms and conditions herein provided and (ii) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale of the First Step Transferred Property on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller Purchaser (i) has the power and authority 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 and (C) sell the First Step Transferred Property on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary action to authorize on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale of the First Step Transferred Property on the terms and conditions herein and therein providedparty.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Asset Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Asset Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller (iA) has the power all necessary power, authority and authority legal right to (Ai) execute and deliver this Agreement and the other Transaction Documents to which it is a partyAgreement, (Bii) carry out the terms of the Transaction Documents to which it is a party this Agreement, and (Ciii) sell and assign the First Step Transferred Property Receivables on the terms and conditions herein provided and (iiB) has taken been duly authorized by all necessary corporate and other action to authorize the executionexecute, delivery deliver and performance of perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the sale of the First Step Transferred Property on the terms and conditions herein and therein providedAgreement.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary corporate power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Asset Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Asset Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Asset Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Asset Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority to legal right (A) to execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) to carry out the terms of the Transaction Documents to which it is a party party, and (C) to sell and assign the First Step Transferred Property Accounts and Related Assets on the terms and conditions herein provided provided, and (ii) has taken duly authorized by all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale of the First Step Transferred Property on the terms sales and conditions herein and therein providedassignments described in clause 7.1(a)(i)(C) above.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B2) carry out the terms of the Transaction Documents to which it is a party party, and (C) sell and assign the First Step Transferred Property Receivable Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary organizational action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Receivable Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Receivable Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary organizational action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Receivable Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller has (i) has the power all necessary power, authority and authority legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a partyAgreement Documents, (B) carry out the terms of the Transaction Documents to which it is a party and Agreement Documents, (C) sell the First Step Transferred Property and assign Undivided Interests on the terms and conditions herein provided and (ii) has taken duly authorized such sale and assignment to the Agent, on behalf of the Purchasers, by all necessary corporate action; and Seller has duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Agreement Documents to which it is a party and the sale of the First Step Transferred Property on the terms and conditions herein and therein providedparty.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Asset Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Asset Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller has (a) all -------------------------------------- necessary power, authority and legal right (i) has the power and authority to (A) execute and deliver this Agreement deliver, and the other perform its obligations under, each 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 (Cii) sell the First Step Transferred Property to acquire or generate, own, sell, contribute and assign Receivables on the terms and conditions herein provided and (ii) has taken all necessary action subject to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale of the First Step Transferred Property on the terms and conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Seller (i) has the power all -------------------------------------- necessary power, authority and authority 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 Documents, and (C) sell and assign the First Step Transferred Property Purchaser's Interests on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Purchaser's Interests on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller (i) has the power all -------------------------------------- necessary power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Asset Interest on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the First Step Transferred Property Asset Interest on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Seller has (a) ---------------------------------------- all necessary power, authority and legal right to (i) has the power execute, deliver and authority to (A) execute and deliver perform its obligations under this Agreement and each of 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 (Cii) to sell the First Step Transferred Property Participations on the terms and subject to the conditions herein provided provided, and (iib) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and such sales and the sale granting of a security interest in the First Step Transferred Property Collateral on the terms and conditions herein and therein providedprovided herein.

Power and Authority; Due Authorization. The Seller (i) has the power all necessary power, authority and authority 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 party, and (C) sell and assign the First Step Transferred Property Assigned Receivables and Related Rights on the terms and conditions herein provided and (ii) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale of the First Step Transferred Property on the terms and conditions herein and therein providedparty.

Power and Authority; Due Authorization. The Seller has (a) all necessary power, authority and legal right to (i) has the power execute, deliver and authority to (A) execute and deliver perform its obligations under this Agreement and each of 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 (Cii) to sell the First Step Transferred Property Participations on the terms and subject to the conditions herein provided provided, and (iib) has taken duly authorized by all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and such sales and the sale granting of a security interest in the First Step Transferred Property Collateral on the terms and conditions herein and therein providedprovided herein.