Common use of Authorization; Valid Sale; Binding Obligations Clause in Contracts

Authorization; Valid Sale; Binding Obligations. The Transferor has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party, and had the power and authority to form the Retention Holder and the Issuer, to act as designated manager of each of the Retention Holder and the Issuer and to cause each of the Retention Holder and the Issuer to make, execute, deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party and has taken all necessary corporate action to authorize, on behalf of itself individually, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and to authorize as designated manager on behalf of the Retention Holder and of the Issuer the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Retention Holder or the Issuer, respectively, is a party. This Agreement and each Subsequent Transfer Agreement, if any, shall effect a valid sale (or contribution, as the case may be), transfer and assignment of, or Grant of a security interest in, the Conveyed Collateral being so transferred, conveyed and assigned from the Transferor to the Retention Holder, enforceable against the Transferor and creditors of and purchasers from the Transferor. This Agreement and the other Transaction Documents to which the Transferor is a party constitute the legal, valid and binding obligations of the Transferor enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and general principles of equity, whether considered in a suit at law or in equity.

Authorization; Valid Sale; Binding Obligations. The Transferor has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party, and had the power and authority to form the Retention Holder Depositor and the Issuer, to act as designated manager of each of the Retention Holder Depositor and the Issuer and to cause each of the Retention Holder Depositor and the Issuer to make, execute, deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party and has taken all necessary corporate action to authorize, on behalf of itself individually, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and to authorize as designated manager on behalf of the Retention Holder Depositor and of the Issuer the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Retention Holder Depositor or the Issuer, respectively, is a party. This Agreement and each Subsequent Transfer Agreement, if any, shall effect a valid sale (or contribution, as the case may be), transfer and assignment of, or Grant of a security interest in, the Conveyed Collateral being so transferred, conveyed and assigned from the Transferor to the Retention HolderDepositor, enforceable against the Transferor and creditors of and purchasers from the Transferor. This Agreement and the other Transaction Documents to which the Transferor is a party constitute the legal, valid and binding obligations of the Transferor enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and general principles of equity, whether considered in a suit at law or in equity.

Authorization; Valid Sale; Binding Obligations. The Transferor has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party, and had the power and authority to form the Retention Holder Depositor and the Issuer, to act as designated manager of each of the Retention Holder Depositor and the Issuer and to cause each of the Retention Holder Depositor and the Issuer to make, execute, deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party and has taken all necessary corporate action to authorize, on behalf of itself individually, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and to authorize as designated manager on behalf of the Retention Holder Depositor and of the Issuer the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Retention Holder Depositor or the Issuer, respectively, respectively is a party. This Agreement and each Subsequent Transfer Agreement, if any, shall effect a valid sale (or contribution, as the case may be), transfer and assignment of, or Grant of a security interest in, the Conveyed Collateral being so transferred, conveyed and assigned from the Transferor to the Retention HolderDepositor, enforceable against the Transferor and creditors of and purchasers from the Transferor. This Agreement and the other Transaction Documents to which the Transferor is a party constitute the legal, valid and binding obligations of the Transferor enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and general principles of equity, whether considered in a suit at law or in equity.