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 Corporate Trust Related 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 Corporate Trust Related Agreements. The making, execution, delivery and performance of this Agreement and the Corporate Trust Related 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 Corporate Trust Transition Support Agreement have 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 Corporate Trust Related 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 Corporate Trust Related 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 Corporate Trust Related Agreements. The making, execution, delivery and performance of this Agreement and the Corporate Trust Related 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 Corporate Trust Transition Support Agreement have been, and, as of the Closing Date, the Servicing Agreements 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 Corporate Trust Related 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 and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Corporate Trust Banking Related Agreements 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 Corporate Trust Banking Related AgreementsAgreement. The making, execution, delivery and performance of this Agreement and the Corporate Trust Banking Related Agreements 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 Corporate Trust Transition Support Banking Related Agreement have been, and, as of the Closing Date, the Servicing Agreements will be, 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 Corporate Trust Banking Related Agreements 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 BNY and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Corporate Trust Banking Related Agreements 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 Corporate Trust Banking Related AgreementsAgreement. The making, execution, delivery and performance of this Agreement and the Corporate Trust Banking Related Agreements 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 Corporate Trust Transition Support Banking Related Agreement have been, and, as of the Closing Date, the Servicing Agreements will be, 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 Corporate Trust Banking Related Agreements 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 BNY and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Corporate Trust Related 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 Corporate Trust Related Agreements. The making, execution, delivery and performance of this Agreement and the Corporate Trust Related 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 Corporate Trust Transition Support Services Agreement have been, and, as of the Closing Date, the Servicing Agreements 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 Corporate Trust Related 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. The representations and warranties set forth in this Section 7.2 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 7.2 do not "address matters only as of a particular date" for purposes of Section 15.3(a).

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 Corporate Trust Related 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 Corporate Trust Related Agreements. The making, execution, delivery and performance of this Agreement and the Corporate Trust Related 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 Corporate Trust Transition Support Services Agreement have 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 Corporate Trust Related 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. The representations and warranties set forth in this Section 6.2 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 6.2 do not "address matters only as of a particular date" for purposes of Section 15.2(a).