Common use of Powers and Authorizations Clause in Contracts

Powers and Authorizations. It is a national banking association duly organized and validly existing in good standing under the laws of the United States and has full power and authority, in its individual capacity, to execute and deliver this Agreement and (assuming the due authorization, execution and delivery of this Agreement by the other parties hereto) perform its obligations hereunder. The execution, delivery and performance by the Security Trustee of the Transaction Documents to which it is or will be a party have been duly authorized by all necessary action on its part and do not contravene the Charter or By-laws of the Security Trustee; and the Transaction Documents to which the Security Trustee is or will be a party have been duly authorized, executed and delivered by the Security Trustee and constitute the legal, valid and binding obligations, enforceable against it in accordance with its terms. This Agreement and the other Transaction Documents to which the Security Trustee is or will be a party, upon the due execution and delivery hereof, will constitute the legal, valid and binding obligations of the Security Trustee in its individual capacity, and the performance by the Security Trustee (in its individual or trust capacity, as the case may be) of any of its obligations hereunder and thereunder does not contravene any federal law or regulation or contractual restriction binding on or governing the banking or trust powers of the Security Trustee (in its individual or trust capacity, as the case may be);

Powers and Authorizations. It is a national banking association duly organized and validly existing in good standing under the laws of the United States and has full power and authority, in its individual capacity, to execute and deliver this Security Trustee Agreement and (assuming the due authorization, execution and delivery of this Agreement by the other parties hereto) perform its obligations hereunder. The execution, delivery and performance by the Security Trustee of the Transaction Operative Documents to which it is or will be a party have been duly authorized by all necessary action on its part and do not contravene the Charter or By-laws of the Security Trustee; and the Transaction Operative Documents to which the Security Trustee is or will be a party have been duly authorized, executed and delivered by the Security Trustee and constitute the legal, valid and binding obligations, enforceable against it in accordance with its terms. This Security Trustee Agreement and the other Transaction Operative Documents to which the Security Trustee is or will be a party, upon the due execution and delivery hereof, will constitute the legal, valid and binding obligations of the Security Trustee in its individual capacity, and the performance by the Security Trustee (in its individual or trust capacity, as the case may be) of any of its obligations hereunder and thereunder does not contravene any federal law or regulation or contractual restriction binding on or governing the banking or trust powers of the Security Trustee (in its individual or trust capacity, as the case may be);.