Common use of Authority; Capacity Clause in Contracts

Authority; Capacity. Each of JPM and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which JPM or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by JPM and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by JPM and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of JPM and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions.

Authority; Capacity. Each of JPM and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Corporate Trust Related Agreement Agreements to which JPM or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Corporate Trust Related AgreementAgreements. The making, execution, delivery and performance of this Agreement and the Banking Corporate Trust Related Agreement Agreements by JPM and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM and such Subsidiary, as applicable. This Agreement and the Banking Related Corporate Trust Transition Support Agreement have been been, and, as of the Closing Date, the Servicing Agreements will be, duly and validly executed and delivered by JPM and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Corporate Trust Related Agreement Agreements will constitute the valid, legal and binding obligation of JPM and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions.

Authority; Capacity. Each of JPM BNY and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Corporate Trust Related Agreement Agreements to which JPM BNY or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Corporate Trust Related AgreementAgreements. The making, execution, delivery and performance of this Agreement and the Banking Corporate Trust Related Agreement Agreements by JPM BNY and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM BNY and such Subsidiary, as applicable. This Agreement and the Banking Related Corporate Trust Transition Support Agreement have been been, and, as of the Closing Date, the Servicing Agreement will be, duly and validly executed and delivered by JPM BNY and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY JPM and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Corporate Trust Related Agreement Agreements will constitute the valid, legal and binding obligation of JPM BNY and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions.

Authority; Capacity. Each of JPM BNY and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which JPM BNY or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by JPM BNY and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM BNY and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by JPM BNY and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY JPM and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of JPM BNY and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions.

Authority; Capacity. Each of JPM and each of its Subsidiaries (a) The Company has all necessary corporate requisite power and authority to makeexecute, execute deliver and deliver perform this Agreement and the Banking Related Agreement Ancillary Documents to which JPM it is or such Subsidiary is will be a party (or is or will otherwise be subject) and to perform all of its obligations hereunder and thereunder and to consummate the obligations to be performed by it under this Agreement transactions contemplated hereby and the Banking Related Agreementthereby. The making, execution, delivery and performance by the Company of this Agreement and the Banking Related Agreement by JPM and each of its Subsidiaries that Ancillary Documents to which such Seller or the Company is or will be a party to such agreement(or is or will otherwise be subject), and the consummation by JPM the Sellers and each of its Subsidiaries the Company of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM the Sellers and such Subsidiarythe Company, as applicable. This No other corporate, limited liability company or other organizational proceedings on the part of the Company are necessary to authorize such execution, delivery or performance or to consummate the transactions contemplated by this Agreement and the Banking Related Ancillary Documents to which any Seller or the Company is or will be a party. Each of this Agreement have and each Ancillary Document to which any Seller or the Company is a party has been duly and validly executed and delivered by JPM and each of its Subsidiaries that is a party to such agreementSeller or the Company, as applicable, and assuming constitutes the due authorizationvalid and binding obligation of such Seller or the Company, execution enforceable against such Seller or the Company in accordance with their respective terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar Law affecting creditors’ rights generally and delivery by BNY subject to general principles of equity (collectively, the “Enforceability Exceptions”). (b) Each Seller possesses all requisite legal right, power, and each of its Subsidiaries that is a party capacity to execute, deliver and perform such agreement, each of Seller’s obligations under this Agreement and the Banking Related Agreement will constitute Ancillary Documents executed and delivered by such Seller pursuant hereto and to consummate the valid, legal transactions contemplated herein and binding obligation of JPM and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptionstherein.

Authority; Capacity. Each of JPM and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which JPM or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by JPM and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by JPM and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of JPM and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions. The representations and warranties set forth in this Section 9.2 shall apply mutatis mutandis with respect to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 9.2 do not "address matters only as of a particular date" for purposes of Section 15.2(b).

Authority; Capacity. Each of JPM BNY and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which JPM BNY or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by JPM BNY and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM BNY and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by JPM BNY and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY JPM and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of JPM BNY and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions. The representations and warranties set forth in this Section 8.2 shall apply mutatis mutandis with respect to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 do not "address matters only as of a particular date" for purposes of Section 15.3(b).

Authority; Capacity. Each of JPM Parent and each of its Subsidiaries Xxxxxx Sub has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement other Transaction Documents to which JPM or such Subsidiary it is a party party, to perform its obligations hereunder and thereunder, and to perform all of consummate the obligations to be performed by it under this Agreement transactions contemplated herein and therein, including the Banking Related AgreementMerger. The making, execution, execution and delivery and performance of this Agreement and the Banking Related Agreement by JPM and each of its Subsidiaries that other Transaction Documents to which it is a party to such agreement, and the consummation by JPM Xxxxxx and each of its Subsidiaries Merger Sub of the transactions contemplated to be performed by it hereby herein and thereby therein, including the Merger, have been been, duly and validly authorized and approved by all necessary requisite actions and no other corporate action or other proceedings on the part of JPM and such SubsidiaryParent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger, as applicableexcept for the Parent Stockholder Approval which shall be obtained prior to the Closing in accordance with Section 4.11 of this Agreement. This Agreement and has been and, at Closing, the Banking Related Agreement have been other Transaction Documents to which it is a party will be, duly and validly executed and delivered by JPM Xxxxxx and each of its Subsidiaries that Merger Sub. This Agreement constitutes and, at Closing, together with the other Transaction Documents to which it is a party to such agreementparty, and assuming the due authorization, execution and delivery by BNY and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the validlegal, legal valid and binding obligation of JPM Parent and each of its Subsidiaries that is a party to such agreementMerger Sub, enforceable against any Parent and all of them Merger Sub in accordance with its terms, except for as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the Permitted Enforceability Exceptionsavailability of equitable remedies and defenses.