Common use of Authorization; Execution; Enforceability Clause in Contracts

Authorization; Execution; Enforceability. (a) The execution, ---------------------------------------- delivery and performance of this Participation Agreement and the Pass Through Trust Documents, and each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Trustee hereby or thereby, have been duly authorized by State Street Bank and Trust Company, in its individual capacity. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly 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, constitutes, and each Pass Through Trust Supplement will, when executed and delivered by State Street Bank and Trust Company, in its individual capacity and in its capacity as Pass Through Trustee, be duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute a legal, valid and binding obligation of 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.

Authorization; Execution; Enforceability. (a) The execution, ---------------------------------------- delivery and performance of this Participation Par ticipation Agreement, the Trust Agreement and each other Operative Document to which the Pass Through Trust Documents, and each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Trustee hereby or thereby, is a party have been duly authorized by State Street Bank and Trust Company, in its individual capacityauthorized. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly 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 or thereto, constitutesas the case may be, constitute, and each Pass Through other Operative Document to which the Trust Supplement Company is a party will, when executed and delivered by State Street Bank and the Trust Company, in its individual capacity and in its capacity as Pass Through Trustee, be duly executed and delivered by State Street Bank and the Trust Company, in its individual capacity, Company and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute constitute, a legal, valid and binding obligation of State Street Bank and the Trust Company, in its individual capacity (to the extent it is a party hereto or thereto in such capacity)entered into by the Trust Company, enforceable against it in accordance with their its 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 remedies which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) The execution, ---------------------------------------- delivery and performance of this Participation Agreement, the Trust Agreement and each other Operative Document to which the Pass Through Trust Documents, and each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Trustee hereby or thereby, is a party have been duly authorized by State Street Bank and Trust Company, in its individual capacityauthorized. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly 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 or thereto, constitutesas the case may be, constitute, and each Pass Through other Operative Document to which the Trust Supplement Company is a party will, when executed and delivered by State Street Bank and the Trust Company, in its individual capacity and in its capacity as Pass Through Trustee, be duly executed and delivered by State Street Bank and the Trust Company, in its individual capacity, Company and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute constitute, a legal, valid and binding obligation of State Street Bank and the Trust Company, in its individual capacity (to the extent it is a party hereto or thereto in such capacity)entered into by the 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 remedies which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. (a) The execution, ---------------------------------------- delivery and performance by the Indenture Trustee of this Participation Agreement and each other Operative Document to which the Pass Through Trust Documents, and each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Indenture Trustee hereby or thereby, is a party have been duly authorized by State Street Bank and Trust Company, in its individual capacitythe Indenture Trustee. Each of this This Participation Agreement and the Pass Through Trust Agreement has been duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, the Indenture Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and theretohereto, constitutes, and each Pass Through Trust Supplement willother Operative Document to which the Indenture Trustee is a party, will when executed and delivered by State Street Bank and Trust Company, in its individual capacity and in its capacity as Pass Through the Indenture Trustee, be duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, the Indenture Trustee and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute constitute, a legal, valid and binding obligation of State Street Bank and Trust Company, 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 its 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 Trustee, each Secured Note issued on the Funding Date pursuant to the terms of this Agreement and the Indenture on the Funding Date will have been duly authenticated.

Authorization; Execution; Enforceability. (a) The execution, ---------------------------------------- delivery and performance by the Indenture Trustee of this Participation Agreement and each other Operative Document to which the Pass Through Trust Documents, and each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Indenture Trustee hereby or thereby, is a party have been duly authorized by State Street Bank and Trust Company, in its individual capacitythe Indenture Trustee. Each of this This Participation Agreement and the Pass Through Trust Agreement has been duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, the Indenture Trustee and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and theretohereto, constitutes, and each Pass Through Trust Supplement willother Operative Document to which the Indenture Trustee is a party, will when executed and delivered by State Street Bank and Trust Company, in its individual capacity and in its capacity as Pass Through the Indenture Trustee, be duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, the Indenture Trustee and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute constitute, a legal, valid and binding obligation of State Street Bank and Trust Company, 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 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 Trustee, 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.