Common use of Power and Authority; Due Authorization Clause in Contracts

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) perform its obligations under carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which it is a party have been duly authorized executed and delivered by the Servicer by all necessary actionServicer.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (iiB) perform its obligations under carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which it is a party have been duly authorized executed and delivered by the Servicer by all necessary actionServicer.

Power and Authority; Due Authorization. The Servicer (i) has all necessary corporate power and authority (A) to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) to perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary corporate action.

Power and Authority; Due Authorization. The Master Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Master Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary corporate action.

Power and Authority; Due Authorization. The Servicer has all necessary corporate power and corporate authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary corporate action.

Power and Authority; Due Authorization. The Servicer Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement the Transaction Documents to which it is a party, and (B) carry out the other terms of the Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement has duly authorized by all necessary corporate action the execution, delivery and performance of the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of the Transaction Documents to which it is a party and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary organizational action.

Power and Authority; Due Authorization. The Servicer Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (iiB) perform its obligations under carry out the terms of this Agreement and the other Transaction Documents to which it is a party party, and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which it is a party have been duly authorized executed and delivered by the Servicer by all necessary actionServicer.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

Power and Authority; Due Authorization. The Each Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the each Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the 127256974\V-8 other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party party, (B) carry out the terms of the Transaction Documents to which it is a party, and (ii) perform its obligations under has duly authorized by all necessary limited liability company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this party. This Agreement and the each other Transaction Documents Document to which it the Servicer is a party have has been duly authorized executed and delivered by the Servicer by all necessary actionServicer.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) perform its obligations under this Agreement and the other Transaction Documents to which it is a party party, and (ii) has been duly authorized by the Servicer by all necessary action and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Such Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the such Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction ​ ​ ​ Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party party, (B) carry out the terms of the Transaction Documents to which it is a party, and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this party. This Agreement and the each other Transaction Documents Document to which it the Servicer is a party have has been duly authorized executed and delivered by the Servicer by all necessary actionServicer.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute all necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and (ii) duly authorized, by all necessary action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party party. Servicer had at all relevant times, and (ii) now has, all necessary power, authority and legal right to perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionduties as Servicer.

Power and Authority; Due Authorization. The Servicer (i) has all necessary limited liability company power and authority to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and party, (iiB) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement 67 768187296 16518096 failure to perform or comply that would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of Parent and the other Transaction Documents to which it is its Subsidiaries, taken as a party have been duly authorized by the Servicer by all necessary action.whole;

Power and Authority; Due Authorization. The Servicer has all necessary full limited liability power and authority to (i) conduct its business as now conducted and as presently contemplated and to execute and deliver this Agreement and the other Transaction Facility Documents to which it is a party and (ii) to perform its obligations under in accordance herewith, and the execution, delivery and the performance by the Servicer of this Agreement and the other Transaction Facility Documents to which it is a party and the execution, delivery and performance ofparty, and the consummation of the transactions provided for in, this Agreement contemplated hereby and the other Transaction Documents to which it is a party thereby have been duly authorized by all requisite corporate or similar action by the Servicer by all necessary actionServicer.

Power and Authority; Due Authorization. The Servicer (i) has all necessary power limited liability company power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of the Transaction Documents to which it is a party and (ii) perform its obligations under has duly authorized by all necessary limited liability company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has (a) all necessary power power, authority and authority legal right to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and (ib) execute duly authorized by all necessary corporate action the execution, delivery and deliver performance of this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer (i) has -------------------------------------- all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement the Transaction Documents to which it is a party, and (B) carry out the other terms of the Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement has duly authorized by all necessary corporate action the execution, delivery and performance of the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.by

Power and Authority; Due Authorization. The Servicer (i) has -------------------------------------- all necessary corporate power and authority (A) to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (iiB) to perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer Servicer (i) has all necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of the Transaction Documents to which it is a party and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has (a) --------------------------------------- all necessary power power, authority and authority legal right to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and (ib) execute duly authorized by all necessary corporate action the execution, delivery and deliver performance of this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.

Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the 67762333169 19631658 762333169 19631658 other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

Power and Authority; Due Authorization. The Servicer (i) has all -------------------------------------- necessary power power, authority and authority legal right to (iA) execute and deliver this Agreement and the other Transaction Documents to which it is a party, and (B) carry out the terms of the Transaction Documents to which it is a party and (ii) perform its obligations under has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary actionparty.