Common use of Power and Authority Clause in Contracts

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents the First Step Receivables Assignment and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder Ally Auto, and has duly authorized such sale and assignment to Purchaser Ally Auto by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents the First Step Receivables Assignment have been duly authorized by the Seller by all necessary corporate action.;

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuing Entity and has duly authorized such sale and assignment to Purchaser the Issuing Entity by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate limited liability company action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related the Basic Documents to which the Seller is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder as part of the Owner Trust Estate, and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite corporate or other power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller under its organizational or governing documents and laws.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related the other Basic Documents to which it is a party and to carry out its terms and their respective terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trust and the Seller has duly authorized such sale and assignment and deposit to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related the other Basic Documents to which it is a party have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer, and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority as a limited liability company to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer, and has the Seller shall have duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate actionaction as a limited liability company; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate actionaction as a limited liability company.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuing Entity and has the Seller and shall have duly authorized such sale and assignment to Purchaser the Issuing Entity by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the EFLLC Receivables and the EFLLC Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Issuer by it and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related the Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related the Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related 's Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder hereby and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuing Entity and has the Seller and shall have duly authorized such sale and assignment to Purchaser the Issuing Entity by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate limited liability company action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s 's Related Documents have been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents the related First Step Receivables Assignment and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder XXXX, and has duly authorized such sale and assignment to Purchaser XXXX by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents the related First Step Receivables Assignment have been duly authorized by the Seller by all necessary corporate action.;

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder as part of the Owner Trust Estate, and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related the other Basic Documents to which it is a party and to carry out its terms and their respective terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer as the Owner Trust Estate and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and Seller’s Related the other Basic Documents have to which it is a party has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder as part of the Owner Trust Estate, and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full corporate power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this . This Agreement and Seller’s Related Documents have has been duly authorized authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by all necessary corporate actiongeneral equitable principles.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Subsequent Receivables and the Subsequent Other Conveyed Property to be sold and assigned to and deposited with the Purchaser hereunder by it and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Trust Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s 's Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related the other Basic Documents to which it is a party and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trust and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and Seller’s Related the other Basic Documents to which it is a party have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder hereby and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its the Related Documents to which it is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property Owner Trust Estate to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s the Related Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power power, authority and authority legal right to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate actionSeller Assets; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents the Agreements and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents the Agreements have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full corporate power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this . This Agreement and Seller’s Related Documents have has been duly authorized authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by all necessary corporate actiongeneral equitable principles.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have the Agreements has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been, and Seller’s Related Documents the execution, delivery and performance of each Subsequent Transfer Assignment have been or will be on or before the related Subsequent Transfer Date, duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trust and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery delivery, and performance of this the Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Subsequent Receivables and the Subsequent Other Conveyed Property to be sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to ------------------- execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related 's Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power power, authority and authority legal right to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate actionSeller Assets; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trust and the Seller has duly authorized such sale and assignment and deposit to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the EFIT Receivables and the EFIT Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their respective terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer, and has the Seller shall have duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite corporate power and authority to execute and deliver this Sale Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of obligations under this Sale Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller under its organizational or governing documents and laws.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property other property to be sold and assigned to and deposited with Purchaser hereunder the Issuer and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer and has the Seller and shall have duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property each Series Trust Estate to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related the Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer, and has the Seller shall have duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with Purchaser hereunder the Depositor hereby and has duly authorized such sale and assignment to Purchaser the Depositor by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute ------------------- and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related 's Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power power, authority and authority legal right to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate actionAssets; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; The Seller has full power and authority to sell convey and assign the Receivables and the Other Conveyed Property to be sold property conveyed and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this . This Agreement and Seller’s Related Documents have has been duly authorized authorized, executed and delivered by the Seller and shall constitute the legal, valid and binding obligation of the Seller except as the same may be limited by all necessary corporate actioninsolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equity principles.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents the First Step Receivables Assignment and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder XXXX, and has duly authorized such sale and assignment to Purchaser XXXX by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents the First Step Receivables Assignment have been duly authorized by the Seller by all necessary corporate action.;

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Subsequent Receivables and the Subsequent Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Basic Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full corporate power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate action.corporate

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to the Company and deposited with Purchaser hereunder the Trustee as part of the Trust, and has the Seller shall have duly authorized such sale and assignment to Purchaser the Seller by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents shall have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer and has the Seller and shall have duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite -------------------- power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Transition Property to be sold and assigned to the Note Issuer and deposited with Purchaser hereunder and the Seller has duly authorized such sale and assignment to Purchaser the Note Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has shall have the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has shall have full corporate power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trustee as part of the Trust and has shall have duly authorized such sale and assignment to Purchaser the Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents shall have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related the Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer as part of the Trust and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related the Basic Documents to which it is a party have been duly authorized by the Seller by all necessary corporate action.;

Power and Authority. The Seller has the full corporate power and authority to execute and deliver this Sale Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has the full corporate power and authority to sell own the Bondable Transition Property and to sell, transfer, assign and otherwise convey the Receivables Transferred Bondable Transition Property to the Issuer, and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and Seller has duly authorized such sale sale, transfer, assignment and assignment conveyance to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Sale Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents the related Subsequent Purchase Agreement and to carry out its terms and their respective terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder hereby and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents the related Subsequent Purchase Agreement have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property Specified Assets to be sold and assigned to and deposited with Purchaser hereunder and Buyer, has duly authorized such sale and assignment to Purchaser Buyer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate limited liability company action.;

Power and Authority. The Seller has the corporate power and authority to obtain the Financing Order and to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full the corporate power and authority to own the Securitized Utility Tariff Property under the Financing Order relating to the Securitized Utility Tariff Bonds, and to sell and assign the Receivables and Securitized Utility Tariff Property under the Other Conveyed Property Financing Order to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate actionthe Issuer; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to ------------------- execute and deliver this Agreement and its Related Documents and to carry out perform its terms obligations under this Agreement and their terms, respectivelyits Related Documents; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s 's Related Documents have been duly authorized by Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents Agreement, to perform their obligations hereunder and to carry out its terms and their terms, respectively; consummate the transactions contemplated hereby. Seller has full power taken all action necessary to authorize the execution and authority to sell and assign delivery of this Agreement, the Receivables performance of their obligations hereunder, and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and consummation of the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actiontransactions contemplated hereby.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed other Trust Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser and deposit with the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s 's Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trustee as part of the Trust and has duly authorized such sale and assignment to Purchaser the Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite power and authority to execute and deliver this Sale Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to own the Series Property and to sell and assign the Receivables Series Property to the Issuer and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and Seller has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the . The execution, delivery and performance of obligations under this Sale Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller under its organizational documents and laws.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms terms; the Seller had at all relevant times, and their termshas, respectively; Seller has full power power, authority and authority legal right to sell sell, transfer and assign the Receivables and the Other Conveyed Property to be sold property sold, transferred and assigned to and deposited with the Purchaser hereunder hereby and has duly authorized such sale sale, transfer and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full corporate power and authority to own the Securitization Property and sell and assign the Receivables Transferred Securitization Property to the Issuer, and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and Seller has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Such Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; such Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Issuer by it and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance by such Seller of this Agreement and such Seller’s 's Related Documents have been duly authorized by such Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this . This Agreement and Seller’s Related Documents have has been duly authorized authorized, executed and delivered by the Seller and shall constitute the legal, valid and binding obligation of the Seller except as the same may be limited by all necessary corporate actioninsolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equity principles.

Power and Authority. Seller has all requisite power and authority to own its properties and assets, including the Assets, and to carry on the Business as now conducted. Seller has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform the agreements and its Related Documents and to carry out its terms and their terms, respectively; covenants of Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of set forth in this Agreement and Seller’s Related Documents have been duly authorized to consummate the transactions contemplated by Seller by all necessary corporate actionthis Agreement, including the conveyance, assignment and transfer of the Assets.

Power and Authority. The Seller has the corporate power and authority to obtain the Financing Order and to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full the corporate power and authority to own the Securitization Property under the Financing Order relating to the Securitization Bonds, and to sell and assign the Receivables and Securitization Property under the Other Conveyed Property Financing Order to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate actionthe Issuer; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this . This Agreement and Seller’s Related Documents have has been duly authorized authorized, executed and delivered by the Seller and is the legal, valid and binding obligation of the Seller except as the same may be limited by all necessary corporate actioninsolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equity principles.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables Mortgage Loans and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; action and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with Purchaser hereunder the Trustee as part of the Trust and has duly authorized such sale and assignment to Purchaser the Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related the other Basic Documents to which it is a party and to carry out its terms and their respective terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer, and has the Seller shall have duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related the other Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full corporate power and authority to own the Securitization Property and sell and assign the Receivables Securitization Property to the Issuer, and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and Seller has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the requisite corporate power and authority to execute and deliver this Sale Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the . The execution, delivery and performance of obligations under this Sale Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller under its organizational documents and laws.

Power and Authority. The Seller has the requisite corporate power and authority to execute and deliver this Sale Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full corporate power and authority to own the Securitization Property and to sell and assign the Receivables and the Other Conveyed Securitization Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the Issuer. The execution, delivery and performance of obligations under this Sale Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller under its organizational documents and laws.

Power and Authority. The Seller has the requisite corporate power and authority to execute and deliver this Sale Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full corporate power and authority to own the Series Property and to sell and assign the Receivables Series Property to the Issuer and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and Seller has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the . The execution, delivery and performance of obligations under this Sale Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate actionaction on the part of the Seller under its organizational documents and laws.

Power and Authority. Seller has the all requisite corporate power and authority necessary to execute and deliver this Agreement and Agreement, to perform its Related Documents obligations hereunder and to carry out its terms and their termsconsummate the transactions contemplated hereby, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and including the execution, delivery and performance of this Agreement all documents and Seller’s Related Documents have been duly authorized instruments to be delivered by Seller by pursuant to the terms hereof (such documents and instruments, together with this Agreement, the "TRANSACTION DOCUMENTS"). Seller has all requisite corporate power and authority necessary corporate actionto own, operate and lease the Purchased Assets and to carry on its Business as and where conducted.

Power and Authority. The related Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the related Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and such Seller’s Related Basic Documents have been duly authorized by such Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder as part of the Owner Trust Estate or the Trust Estate, as the case may be, and has duly authorized such sale and assignment to Purchaser the Trust, the Owner Trustee or the Indenture Trustee, as the case may be, by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder as part of the Owner Trust Estate and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Issuer as part of the Trust and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.;

Power and Authority. The Seller has the corporate power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; . The Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder as part of the Owner Trust Estate, and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.. 41 (NAROT 2019-B Sale and Servicing Agreement)

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with the Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Transaction Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser by all necessary corporate actionthe Trust; and the execution, delivery and performance of this Agreement and the Seller’s Related 's Transaction Documents have been duly authorized by Seller by all necessary corporate actionthe Seller.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be property sold and assigned to and deposited with Purchaser hereunder the Trustee as part of the Trust and has duly authorized such sale and assignment to Purchaser the Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their respective terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Subsequent Receivables and the Subsequent Other Conveyed Property to be sold and assigned to and deposited with the Purchaser hereunder thereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related Documents have been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property other property to be sold and assigned to and deposited with Purchaser hereunder the Issuer and the Seller and has duly authorized such sale and assignment to Purchaser the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Purchase Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold the Purchaser and assigned to and deposited with Purchaser hereunder and has shall have duly authorized such sale and assignment to the Purchaser by all necessary corporate action; action and the execution, delivery delivery, and performance of this Purchase Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder the Trust by it and has duly authorized such sale and assignment to Purchaser the Trust by all necessary corporate [corporate] action; and the execution, delivery and performance of this Agreement and the Seller’s Related Basic Documents have been duly authorized by the Seller by all necessary corporate [corporate] action.

Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the [Seller] Receivables and the [Seller] Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have has been duly authorized by Seller by all necessary corporate action.

Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property property to be sold and assigned to and deposited with Purchaser hereunder the Trustee as part of the Trust and has duly authorized such sale and assignment to Purchaser this Trustee by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and Seller’s Related Documents have has been duly authorized by the Seller by all necessary corporate action.