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

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, as seller, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has Originator (a) has all -------------------------------------- necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, selltransfer, contribute and assign Pool Receivables and Related Property on the terms and subject to the conditions herein and therein provided; and (b) has duly authorized such execution and execution, delivery and such saleand, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right to (i) to execute and deliver, and perform its obligations under, each Transaction Purchase Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; , and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate organizational action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute sell and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute sell and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate action (including, if required, all shareholder action).

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including this Agreement and the use of the proceeds of the Purchase Price) Servicing Agreement and (ii) to generate, own, sell, contribute and assign Receivables Originator Accounts on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.;

Power and Authority; Due Authorization. The Such Originator (i) has (a) all necessary corporate power, authority and legal right to (iA) to execute and deliver, deliver this Agreement and perform its obligations under, each the other Transaction Document Documents to which it is a party party, (including B) carry out the use terms of the proceeds of Transaction Documents to which it is a party, and (C) sell and assign the Purchase Price) Receivables and Related Rights on the terms and conditions herein provided and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) has duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate actionaction the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate or partnership, as the case may be, action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) has all necessary power and authority to (A) execute and deliverdeliver this Agreement and the other Transaction Documents to which it is a party, and (B) perform its obligations under, each under this Agreement and the other Transaction Document Documents to which it is a party (including the use of the proceeds of the Purchase Price) and (iiC) grant a security interest in the Receivables and the Related Rights to generate, own, sell, contribute and assign Receivables the Buyer on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.provided and

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Loan Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, sell, contribute and assign Receivables and Related Security on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Each Originator has has: (ai) all necessary corporate power, authority and legal right right: (iA) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (iiB) to generate, own, sell, contribute sell and assign Receivables on the terms and subject to the conditions herein and therein provided; and (bii) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate action (including, if required, any shareholder action).

Power and Authority; Due Authorization. The Each Originator has has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate organizational action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, as seller, and (ii) to generate, own, sell, contribute and assign Pool Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Each Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute sell and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate organizational action.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document (and Joinder Agreement (as defined below), as applicable) to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein in the other Transaction Documents, as applicable, provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, as Originator, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has Originator (a) has all -------------------------------------- necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (ii) to generate, own, sell, contribute and assign Receivables and Related Property on the terms and subject to the conditions herein and therein provided; and (b) has duly authorized such execution and execution, delivery and such saleand, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Such Originator has all requisite power and authority (acorporate and/or otherwise) all necessary corporate power, authority and legal right (i) to execute and deliverdeliver (or file, and perform its obligations under, as the case may be) each of the Transaction Document Documents to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such perform its obligations thereunder. The execution and delivery and (or filing, as the case may be) by such sale, contribution and assignment Originator of the Transaction Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper proceedings on the part of such obligations by all necessary corporate actionOriginator.

Power and Authority; Due Authorization. The Such Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, as seller, and (ii) to generate, own, sell, contribute sell and assign the Receivables on the terms and subject to the conditions herein and therein provided; provided and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, as seller, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

Power and Authority; Due Authorization. The Originator has (a) all -------------------------------------- necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) and (ii) to generate, own, sell, contribute and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution sale and assignment and the performance of such obligations by all necessary corporate company action.

Power and Authority; Due Authorization. The Each Originator has (ai) all necessary corporate power, authority and legal right to (iA) to execute and deliverexecute, deliver and perform its obligations under, under each Transaction Document to which it is a party (including the use of the proceeds of the Purchase Price) party, and (iiB) to generate, own, sell, contribute (in the case of Union) and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (bii) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate actionaction execution, delivery and performance of the Transaction Documents and the sale, contribution (in the case of Union) and assignment of Receivables and Related Rights on the terms and conditions herein provided.