Common use of Power and Authority Clause in Contracts

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has shall have the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has shall have the power, power and authority and legal right to execute and deliver this Agreement and to carry out its terms; the terms hereof Purchaser shall have full power and authority to acquire purchase the Receivables property to be purchased and the Other Conveyed Property hereundershall have duly authorized such purchase; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the powerrequisite power and authority to enter into, authority and legal right to execute and deliver this Agreement and to carry out perform its obligations hereunder and has taken all necessary action required for the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the due authorization, execution, delivery and performance by it of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionAgreement.

Power and Authority. Purchaser has the full power, authority and legal right to execute execute, deliver and deliver perform this Agreement and has taken all necessary action to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and authorize the execution, delivery and performance by it of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionAgreement.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables Railcars and the Other Leases Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser Buyer has the power, authority and legal right ability to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to carry out consummate the terms hereof transactions contemplated hereby. Buyer has taken all action necessary to authorize its execution and to acquire delivery of this Agreement, the Receivables performance of its obligations hereunder, and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all consummation of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actiontransactions contemplated hereby.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and Agreement, to carry out the its terms hereof and to acquire consummate the Receivables and the Other Conveyed Property hereunder; transactions contemplated herein, and the execution, delivery and performance of this Agreement and all the consummation of the documents required pursuant hereto transactions contemplated herein have been duly authorized by the Purchaser by all necessary corporate action.action on the part of the Purchaser;

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement the Agreements and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have Agreements has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, full power and authority and legal right to execute and deliver enter into this Agreement and to carry out perform all of Purchaser's obligations under this Agreement and that the terms hereof execution and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all the performance by Purchaser of the documents required pursuant hereto Purchaser's obligations under this Agreement have been duly authorized by Purchaser by all necessary corporate actionrequisite action and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of Purchaser.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement the Agreements and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto Agreements have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, authority and ------------------- legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the legal power, right and authority and legal right to execute and deliver enter into this Agreement and to carry out consummate the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actiontransactions contemplated hereby.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the EFIT Receivables and the EFIT Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, all requisite corporate power and authority and legal right necessary to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out consummate the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and transactions contemplated hereby, including the execution, delivery and performance of this Agreement all the other Transaction Documents to which Purchaser is a party. Purchaser has all requisite corporate power and all of the documents required pursuant hereto have been duly authorized by Purchaser by all authority necessary corporate actionto own, operate and lease its assets and to carry on its business as and where conducted.

Power and Authority. Purchaser has the power, authority and legal ------------------- right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out its terms; the terms hereof Purchaser had at all relevant times, and has, the power, authority and legal right to acquire and own the Receivables and the Other Conveyed Property hereunderReceivables; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; its terms, and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, all requisite corporate power and authority and legal right necessary to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out consummate the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and transactions contemplated hereby, including the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Transaction Documents to which Purchaser by all necessary corporate actionis a party.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; its terms, and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has shall have the power, power and authority and legal right to execute and deliver this Agreement and to carry out its terms; the terms hereof Purchaser shall have full power and authority to acquire purchase the Receivables property to be purchased and the Other Conveyed Property hereundershall have duly authorized such purchase; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.. (iv)

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; perform its obligations hereunder and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionaction on the part of the Purchaser.

Power and Authority. The Purchaser has the full, absolute and unrestricted right, power, legal capacity and authority and legal right to execute and deliver enter into this Agreement and to carry out the terms hereof transaction contemplated hereby; nor will it violate any statute, law, regulation, rule, court or administrative judgment, order or decree which is applicable to any Purchaser, or to which it is subject or by which it is bound. This Agreement constitutes the valid, legally binding obligation of Purchaser and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionis enforceable in accordance with its terms.

Power and Authority. The Purchaser has the power, requisite power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; its terms, and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and the related Subsequent Purchase Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; their respective terms, and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto related Subsequent Purchase Agreement have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power (corporate and other) and authority and legal right to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the terms hereof Purchaser has full power and authority to acquire pledge the Receivables Collateral to be pledged to the Trustee by it pursuant to the Indenture and has duly authorized such pledge to the Other Conveyed Property hereunderTrustee by all necessary corporate action; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto Basic Documents to which the Purchaser is a party have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. (a) Purchaser has full power and authority to execute, deliver and carry out all the power, authority terms and legal right to execute and deliver provisions of this Agreement and the other instruments required hereby to carry out the terms hereof be delivered by it and to acquire perform its obligations hereunder and thereunder. On or prior to the Receivables and the Other Conveyed Property hereunder; and the Closing Date, Purchaser shall have taken, or caused to have been taken, all necessary action to authorize Purchaser's execution, delivery and performance of this Agreement and all consummation of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actiontransactions contemplated hereby.

Power and Authority. The Purchaser has shall have the power, corporate power and authority and legal right to execute and deliver this Agreement and to carry out its terms; the terms hereof Purchaser shall have full corporate power and authority to acquire purchase the Receivables property to be purchased and the Other Conveyed Property hereundershall have duly authorized such purchase; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and Agreement, to carry out the its terms hereof and to acquire consummate the Receivables and the Other Conveyed Property hereunder; transactions contemplated herein, and the execution, delivery and performance of this Agreement and all the consummation of the documents required pursuant hereto transactions contemplated herein have been duly authorized by the Purchaser by all necessary corporate action.organizational action on the part of the Purchaser;

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables Mortgage Loans and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the powerfull right, power and authority to enter into and legal right to execute and deliver perform its obligations under this Agreement and each of the other Transaction Documents to carry out the terms hereof which it is a party, and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all each of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionother Transaction Documents to which it is a party constitute valid and binding obligations of Purchaser, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has shall have the power, power and authority and legal right to execute and deliver this Purchase Agreement and to carry out its terms; the terms hereof Purchaser has full power and authority to acquire sell and assign the Receivables Property to be sold and assigned to the Other Conveyed Property hereunder; Trustee as part of the Trust and shall have authorized such sale and assignment to the Trustee by all necessary corporate action and the execution, delivery and performance of this Purchase Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out its terms. The Purchaser has full power and authority to purchase the terms hereof property to be sold and to acquire assigned by the Receivables Seller and the Other Conveyed Property hereunderhas duly authorized such purchase by all necessary corporate action; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out their respective terms; the terms hereof Purchaser has full power and authority to acquire purchase and assume the Receivables Property sold and assigned by Seller and has duly authorized such purchase and assumption from the Other Conveyed Property hereunderSeller by all necessary corporate action; and the execution, delivery delivery, and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the powerall requisite, power and authority and legal right to execute and deliver this Agreement, to acquire the Shares as provided in this Agreement and to carry out the terms hereof Purchaser’s obligations hereunder, and all requisite action necessary to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of authorize Purchaser to enter into this Agreement and all to carry out its obligations hereunder have been, or by the Closing will have been, taken. The person signing this Agreement on behalf of the documents required pursuant hereto have been duly Purchaser is authorized by Purchaser by all necessary corporate actionto do so.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the [Seller] Receivables and the [Seller] Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property related thereto Conveyed hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the powerfull legal right, corporate power and authority to make, execute, deliver and legal right to execute perform this Agreement, and deliver this Agreement has been duly authorized and approved by all required action of Purchaser. Purchaser has taken, or will take before the Closing Date, all actions required by law, Purchaser's Articles of Incorporation, Bylaws, or otherwise, to carry out authorize the terms hereof execution and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.other Acquisition

Power and Authority. Such Purchaser has the powerfull right, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property perform its obligations hereunder; and all action required to be taken for the executiondue and proper authorization, execution and delivery and performance by it of this Agreement and all the consummation of the documents required pursuant hereto have transaction contemplated hereby has been duly authorized by Purchaser by all necessary corporate actionand validly taken.

Power and Authority. The Purchaser has shall have the power, corporate power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; its terms, and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, requisite power and authority and legal right to execute and deliver this Agreement and the Registration Rights Agreement, to carry out the terms hereof perform his obligations hereunder and thereunder and to acquire consummate the Receivables transactions contemplated hereby and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionthereby.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables Mortgage Loans and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.;

Power and Authority. The Purchaser has the powerpower and authority to execute, authority deliver and legal right to execute and deliver perform its obligations under this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have Conveyance Papers has been duly authorized by the Purchaser by all necessary corporate limited liability company action.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Related Security and the Other Conveyed Property related thereto Conveyed hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the powerall requisite power and ------------------- authority to enter into this Agreement and all other agreements, authority conveyances, documents, instruments and legal right certificates to execute and deliver be delivered by it pursuant to this Agreement and to carry out the terms hereof perform its obligations hereunder and to acquire the Receivables and the Other Conveyed Property hereunder; thereunder, and the execution, delivery and performance of this Agreement and all of the such documents required pursuant hereto by it have been duly and validly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the full right, power, and authority to enter into and legal right to execute and deliver perform its obligations under this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the executionAgreement, delivery and performance of this Agreement and including, without limitation, executing all of the documents required pursuant hereto have been from the Purchaser under this Agreement and delivering such documents to the Seller. The Purchaser duly authorized authorizes the execution and delivery of this Agreement, and the consummation of the transaction contemplated by Purchaser by all necessary corporate actionthis Agreement.

Power and Authority. Purchaser has the all requisite power, authority and legal right capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to carry out be executed by Purchaser in connection with the terms hereof consummation of the transactions contemplated hereby (collectively, the “Purchaser Documents”), to perform its obligations hereunder and thereunder and to acquire consummate the Receivables transactions contemplated hereby and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionthereby.

Power and Authority. Purchaser has the powerlegal power and full authority to enter into, authority be bound by, and legal right to execute and deliver this Agreement and to carry out comply with the terms hereof of this Agreement, and to acquire the Receivables has obtained all necessary authorizations, consents and the Other Conveyed Property hereunder; and approvals required for the execution, delivery and performance of this Agreement and all the consummation of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actiontransaction contemplated herein.

Power and Authority. The Purchaser has shall have the power, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto shall have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, legal power and authority and legal right to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Purchaser to enter into this Agreement and to carry out the terms hereof Transactions have been properly taken. This Agreement constitutes a legal, valid and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all binding obligation of the documents required pursuant hereto have been duly authorized by Purchaser, enforceable against the Purchaser by all necessary corporate actionin accordance with the terms hereof.

Power and Authority. Purchaser has the powerall requisite right, authority power and legal right authority, corporate or otherwise, to execute execute, deliver and deliver perform its obligations under this Agreement Agreement. The execution and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance by Purchaser of this Agreement and all the performance by Purchaser of its obligations hereunder have been, or on prior to the documents required pursuant hereto have been Closing will be, duly and validly authorized by Purchaser by all necessary requisite action, corporate actionor otherwise, of Purchaser.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out consummate the terms hereof transactions contemplated hereby. The Purchaser has, or will have at the time of Closing, taken all action necessary to authorize its execution and to acquire delivery of this Agreement, the Receivables performance of its obligations hereunder and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all consummation of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actiontransactions contemplated hereby.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Refinanced Receivables and the Related Security and the Other Conveyed Sold Property related thereto Sold hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out perform and observe its terms; the terms hereof Purchaser has the power and authority to acquire purchase the Receivables property to be purchased by it hereunder, and the Other Conveyed Property hereunderPurchaser has duly authorized such purchase from the Seller by all necessary action; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property Mortgage Loans hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereundertheir respective terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto other Basic Documents to which it is a party have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has possesses the powerpower and authority to execute, deliver, and perform this Agreement, subject to obtaining any approval, authorization, consent, or waiver or giving any notice. The Purchaser also possesses the power and authority to own its properties and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionon its business as presently conducted.

Power and Authority. Purchaser Buyer has the powerabsolute and unrestricted right, power and authority and legal right to execute and deliver this Agreement and all other documents to carry out the terms hereof be executed and delivered by Buyer pursuant to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement (this Agreement and all of such other documents are referred to collectively as the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action“Buyer’s Documents”) and to perform its obligations thereunder.

Power and Authority. Purchaser has the powerpower and authority to perform its obligation under this Agreement. This Agreement is, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized that are to be executed by Purchaser by all necessary corporate actionit and delivered to Seller in connection with the transaction contemplated herein will be, the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with their respective terms.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and the related Subsequent Purchase Agreement and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have related Subsequent Purchase Agreement has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. (a) Purchaser has the powerfull legal right, power and authority to enter into this Agreement and legal right all agreements and other documents executed and delivered by it pursuant to execute and deliver this Agreement and to carry out consummate the terms hereof and to acquire purchase of the Receivables Wagon Wheel Membership Interest and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.other transactions contemplated hereby or thereby;

Power and Authority. The Purchaser has the power, power and authority and legal right to ------------------- execute and deliver this Agreement and to carry out the its terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the powerpower and authority to enter into this Agreement, authority to perform its obligations hereunder and legal right to execute consummate the transactions contemplated hereby. The execution and deliver delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Purchaser, and no other proceedings on the part of Purchaser are necessary to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and authorize the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionPurchaser.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out its terms. The Purchaser has full power and authority to purchase the terms hereof property to be sold and to acquire assigned by the Receivables Seller and the Other Conveyed Property hereunderhas duly authorized 4 such purchase by all necessary corporate action; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, authority and legal right is authorized to execute and deliver this Agreement Agreement, and any other agreement or instrument contemplated by this Agreement, and to carry out consummate the terms hereof transaction and to acquire the Receivables perform such obligations contemplated hereby and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionthereby.

Power and Authority. The Purchaser has the powerpower and authority to execute, authority deliver and legal right to execute and deliver perform its obligations under this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have Conveyance Papers has been duly authorized by the Purchaser by all necessary corporate limited partnership action.

Power and Authority. The Purchaser has the full power, authority and legal right to execute and deliver this Agreement Agreement, and has full power and authority to carry out perform its obligations hereunder, including the terms hereof power and authority to acquire purchase the Receivables Policies and the Other related Conveyed Property hereunder; to be purchased, and has taken all necessary action to authorize and has duly authorized the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionAgreement.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate [corporate] action.

Power and Authority. The Purchaser has the power, power and authority and legal right to execute and deliver this Agreement and to carry out its terms. The Purchaser has full power and authority to purchase the terms hereof property to be sold and to acquire assigned by the Receivables Seller and the Other Conveyed Property hereunderhas duly authorized such purchase by all necessary corporate action; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by the Purchaser by all necessary corporate action.. (d)

Power and Authority. The Purchaser has the powerfull right, power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property perform its obligations hereunder; and all action required to be taken for the executiondue and proper authorization, execution and delivery and performance by it of this Agreement and all the consummation of the documents required pursuant hereto have transaction contemplated hereby has been duly authorized by Purchaser by all necessary corporate actionand validly taken.

Power and Authority. Purchaser has the legal power, right and authority and legal right to execute and deliver enter into this Agreement and to carry out consummate the terms hereof and to acquire the Receivables transactions contemplated hereby and the Other Conveyed Property hereunder; and the execution, delivery and performance of person(s) executing this Agreement and all on behalf of the documents required pursuant hereto have been Purchaser is duly authorized by Purchaser by all necessary corporate actionto do so.

Power and Authority. (a) Purchaser has the powerfull legal right, power and authority to enter into this Agreement and legal right all agreements and other documents executed and delivered by it pursuant to execute and deliver this Agreement and to carry out consummate the terms hereof and to acquire purchase of the Receivables Xxxx Membership Interest and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.other transactions contemplated hereby or thereby;

Power and Authority. Purchaser has full power and authority to execute, deliver and carry out its obligations under the power, authority terms and legal right to execute and deliver provisions of this Agreement and has taken all necessary action to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable in accordance with its terms. No further consent of any member, governmental entity or other person is required and the individual executing this Agreement and all of the documents required instruments to be delivered by Purchaser pursuant hereto to the Agreement have been duly authorized by Purchaser by all necessary corporate actionto do so.

Power and Authority. Purchaser has the powerall requisite right, power and authority to execute, deliver and legal right to execute perform its obligations under this Agreement. Purchaser's execution and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all performance of the documents required pursuant hereto its obligations hereunder have been duly and validly authorized by Purchaser by all necessary requisite corporate actionaction of Purchaser.

Power and Authority. The Purchaser has the legal power, capacity and authority and legal right to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to carry out perform his or her obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionhereof.

Power and Authority. Each Purchaser has the legal power, capacity and authority and legal right to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to carry out perform the obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Purchasers, enforceable against the Purchasers in accordance with the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionhereof.

Power and Authority. Purchaser has the legal power, right and authority and legal right to execute and deliver enter into this Agreement and to carry out consummate the terms hereof and to acquire transactions contemplated hereby. Purchaser is not prohibited from consummating the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of transactions contemplated by this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionany law, regulation, agreement, instrument, restriction, order or judgment.

Power and Authority. Purchaser has the power, all necessary corporate power and authority (a) to conduct its business as currently conducted and legal right (b) to execute enter into and deliver perform this Agreement and all other Transaction Documents to carry out be executed by Purchaser pursuant to this Agreement (collectively, the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the “Purchaser Documents”). The execution, delivery and performance of this Agreement and all by Purchaser of the documents required pursuant hereto Transaction Documents have been duly authorized by Purchaser by all necessary requisite corporate actionaction in accordance with applicable Law and Purchaser’s Governing Documents.

Power and Authority. Purchaser has the power, all requisite power and authority and legal right to execute and deliver this Agreement and Agreement, to carry out the terms hereof its obligations hereunder, and to acquire consummate the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this transactions contemplated hereby. This Agreement and all of the documents required pursuant hereto have has been duly authorized executed and delivered by Purchaser by all necessary corporate actionand constitutes Purchaser’s legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms.

Power and Authority. The Purchaser has all requisite power and authority and has taken all action necessary to execute, deliver and perform its obligations under this Agreement and each document to be executed at or before Closing in connection with this Agreement and the Purchaser has the power, requisite power and authority to purchase and legal right to execute and deliver this Agreement and to carry out own the Company Shares in accordance with the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionAgreement.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof hereof. The Purchaser has full power and authority to acquire the Receivables to be sold and assigned to the Other Conveyed Property hereunder; Purchaser hereunder and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have has been duly authorized by Purchaser by all necessary corporate actionthe Purchaser.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate [corporate] action.

Power and Authority. The Purchaser has the power, power and authority and legal right to ------------------- execute and deliver this Agreement and to carry out its terms; the terms hereof Purchaser had at all relevant times, and has, the power, authority and legal right to acquire and own the Receivables and the Other Conveyed Property hereunderReceivables; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the powerpower and authority to execute, authority deliver and legal right to execute and deliver perform its obligations under this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunderits terms; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have other Conveyance Papers has been duly authorized by the Purchaser by all necessary corporate limited liability company action.

Power and Authority. The Purchaser has the full power, authority and legal right to execute execute, deliver and deliver perform this Agreement Agreement, and has taken all necessary action to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and authorize the execution, delivery and performance by it of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate actionAgreement.

Power and Authority. The Purchaser has the power, corporate power and authority and legal right to execute and deliver this Agreement, the Pooling and Servicing Agreement and any other agreement related thereto (collectively, the "Purchaser Transaction Documents") and to carry out the terms hereof thereof and to acquire the Receivables and the Other Conveyed Property hereunder; hereunder and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto Purchaser Transaction Documents have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, authority and legal ------------------- right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables sold Contracts and the Other Conveyed Property other Collateral related thereto hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables Equipment, related Lease Agreements, and the Other Related Assets Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.. Back to Contents

Power and Authority. The Purchaser has the power, corporate power and authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; hereunder and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.

Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables Railcars and the Other Leases Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary corporate action.. (d)