Common use of Corporate Power; Authorization; Enforceable Obligation Clause in Contracts

Corporate Power; Authorization; Enforceable Obligation. BAFC has the corporate power, authority and legal right to execute, deliver and perform the Transaction Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions hereof and the execution, delivery and performance of the Transaction Documents to which it is a party. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required for the execution, delivery and performance by BAFC of the Transaction Documents to which it is a party which has not been obtained, made, given or accomplished. This Agreement and the other Transaction Documents, including the Liquidity Loan Notes, have been executed and delivered by a duly authorized officer of BAFC, and each of the Transaction Documents constitutes and, in the case of Commercial Paper, when executed and issued in accordance with the provisions hereof and of the Depositary Agreement, will constitute, a legal, valid and binding obligation of BAFC enforceable against BAFC in accordance with its respective terms except that the enforceability thereof may be subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligation. BAFC The Company has the corporate power, authority and legal right to execute, deliver and perform the Transaction Facility Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions hereof and the execution, delivery and performance of the Transaction Documents to which it is a partysuch Facility Documents. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority governmental authority is required for the execution, delivery and performance by BAFC the Company of the Transaction Facility Documents to which it is a party which has not been obtained, made, given or accomplished. This Agreement, the Credit Agreement, the Security Agreement, the Depositary Agreement, the Control Agreement and the other Transaction Documents, including the Liquidity Loan Notes, Notes have been executed and delivered by a duly authorized officer of BAFCthe Company, and each of the Transaction Documents such Agreements constitutes and, in the case of Commercial Paper, when executed and issued in accordance with the provisions hereof and of the Depositary Agreement, will constitute, a legal, valid and binding obligation of BAFC the Company enforceable against BAFC the Company in accordance with its respective terms terms, except that the enforceability thereof may be subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ ' rights and may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).