Common use of Authorization; Execution; Enforceability Clause in Contracts

Authorization; Execution; Enforceability. (a) This Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and Trust Company, in its individual capacity is a party have been, duly authorized, executed and delivered by State Street Bank and Trust Company, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Indenture Trustee is a party have been duly authorized, executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, are legal, valid and binding obligations of the Indenture Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and the Trust Company, in its individual capacity Company is a party have been, been duly authorized, executed and delivered by State Street Bank and the Trust Company, in its individual capacity Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), Trust Company enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Indenture Trustee Owner Trust is a party (i) have been (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto) duly authorized, executed and delivered by one of its officers who is duly authorized to execute and deliver such Operative Document on behalf of the Indenture Trustee andManaging Trustee, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or and thereto, are legal, valid and binding obligations of the Indenture Trustee, Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivershipmoratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies and upon execution of the Secured Note by the Managing Trustee, authentication thereof by the Indenture Trustee and delivery thereof against payment or the giving of consideration therefor in accordance with the Indenture and this Agreement, the Secured Note will be legal, valid and binding obligations of the Owner Trust enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Pass Through Trust Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and the Pass Through Trust Company, in its individual capacity is a party Supplement have been, been duly authorized, executed and delivered by State Street Bank and Trust Company, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Indenture Trustee State Street Bank and Trust Company in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement Agreement, the Pass Through Trust Agreement, the Pass Through Trust Supplement and each other Operative Document to which the Indenture Trustee is a party Pass Through Certificates have been duly authorized, executed and delivered by the Indenture Pass Through Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, are legal, valid and binding obligations of the Indenture Pass Through Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and the Pass Through Trust Company, in its individual capacity is a party Agreement have been, or on the Closing Date will be, duly authorized, executed and delivered by State Street The Bank and Trust Companyof New York, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Indenture Trustee The Bank of New York, in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement, the Pass Through Trust Agreement and each other Operative Document to which the Indenture Trustee is a party Pass Through Certificates have been duly authorized, executed and delivered by the Indenture Pass Through Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, are legal, valid and binding obligations of the Indenture Pass Through Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement ---------------------------------------- and each other Operative Document to which State Street The Bank and Trust Companyof New York or Clark, in its or his individual capacity is a party have been, or o▇ ▇▇▇ Closing Date will be, duly authorized, executed and delivered by State Street The Bank of New York and Trust CompanyClark, respectively, each in its individual capacity and, assuming the due ▇▇▇ ▇ue authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Indenture Trustee in its or his individual capacity capacity, as the case may be, (to the extent it or he is a party hereto or thereto in such capacity), enforceable against it or him in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner TrustGrantor Trustee, the each Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Indenture Trustee is a party have been duly authorized, executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, are legal, valid and binding obligations of the Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and the Pass Through Trust Company, in its individual capacity is a party Agreement have been, or on the Closing Date will be, duly authorized, executed and delivered by State Street The Bank and Trust Companyof New York, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Indenture Trustee The Bank of New York, in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement, the Pass Through Trust Agreement and each other Operative Document to which the Indenture Trustee is a party Pass Through Certificates have been duly authorized, executed and delivered by the Indenture Pass Through Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, are legal, v valid and binding obligations of the Indenture Pass Through Trustee, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement ---------------------------------------- and each other Operative Document to which State Street The Bank and Trust Companyof New York or ▇▇▇▇▇, in its or his individual capacity is a party have been, or on the Closing Date will be, duly authorized, executed and delivered by State Street The Bank of New York and Trust Company▇▇▇▇▇, respectively, each in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Indenture Trustee in its or his individual capacity capacity, as the case may be, (to the extent it or he is a party hereto or thereto in such capacity), enforceable against it or him in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner TrustGrantor Trustee, the each Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Indenture Trustee is a party have been duly authorized, executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, are legal, valid and binding obligations of the Indenture Trustee, enforceable against it the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, the Trust Agreement ---------------------------------------- and each other Operative Agreement to which the Trust Company or Laskaris is a party have been, or on the Closing Date will be, duly ▇▇▇▇▇▇▇zed, executed and delivered by the Trust Company and Laskaris, respectively, and assuming due authorization, execution a▇▇ ▇▇▇▇▇ery by the other parties thereto, are, or on the Closing Date will be, legal, valid and binding obligations of the Trust Company and Laskaris, respectively, enforceable against it or him in accordance ▇▇▇▇ ▇▇eir respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This Agreement and each other Operative Document to which State Street Bank and Trust Company, in its individual capacity the Grantor Trustee is a party (i) have been, or on the Closing Date will be, (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto), in the case of the Corporate Grantor Trustee, duly authorized, executed and delivered by State Street Bank one of its officers who is duly authorized to execute and Trust Companydeliver such Operative Document on behalf of the Corporate Grantor Trustee and, in its individual capacity andthe case of the Individual Grantor Trustee, duly executed by Laskaris, and (ii) assuming the due authorization, execution and delivery hereof and thereof by the delive▇▇ ▇▇ ▇▇e other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Indenture Grantor Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies. Assuming due authorization, Upon execution and delivery thereof of the Secured Notes by the Owner TrustGrantor Trustee, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Indenture Trustee is a party have been duly authorized, executed and delivered authentication thereof by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof thereof against payment or the giving of consideration therefor in accordance with the Indenture and thereof by this Agreement, the other parties hereto or thereto, are Secured Notes will be legal, valid and binding obligations of the Indenture Trustee, Grantor Trustee enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) This Agreement, the Trust Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and the Trust Company, in its individual capacity Company or ▇▇▇▇▇▇▇▇ is a party have been, or on the Closing Date will be, duly authorized, executed and delivered by State Street Bank the Trust Company and Trust Company▇▇▇▇▇▇▇▇, in its individual capacity respectively, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are are, or on the Closing Date will be, legal, valid and binding obligations of the Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity)Trust Company and ▇▇▇▇▇▇▇▇, respectively, enforceable against it or him in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivershipmoratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (b) This Agreement and each other Operative Document to which the Grantor Trustee is a party (i) have been, or on the Closing Date will be, (assuming due authorization, execution and delivery by the Owner Participant of the Trust Agreement and upon due direction by the Owner Participant pursuant thereto), in the case of the Corporate Grantor Trustee, duly authorized, executed and delivered by one of its officers who is duly authorized to execute and delivery such Operative Document on behalf of the Corporate Grantor Trustee and, in the case of the Individual Grantor Trustee, duly executed by ▇▇▇▇▇▇▇▇, and (ii) assuming due authorization, execution and delivery by the other parties hereto and thereto, are, or on the Closing Date will be, legal, valid and binding obligations of the Grantor Trustee enforceable against the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies. Assuming due authorization, Upon execution and delivery thereof of the Secured Notes by the Owner TrustGrantor Trustee, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated. (b) This Agreement and each other Operative Document to which the Indenture Trustee is a party have been duly authorized, executed and delivered authentication thereof by the Indenture Trustee and, assuming the due authorization, execution and delivery hereof thereof against payment or the giving of consideration therefor in accordance with the Indenture and thereof by this Agreement, the other parties hereto or thereto, are Secured Notes will be legal, valid and binding obligations of the Indenture Trustee, Grantor Trustee enforceable against it the Grantor Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies.