Power and Authority; Due Authorization; Execution and Delivery. The Borrower # has all necessary limited liability company power, authority and legal right to # execute and deliver each Transaction Document to which it is a party, and # carry out the terms of the Transaction Documents to which it is a party, and # has duly authorized by all necessary limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the pledge and assignment of a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization; Execution and Delivery. Such Loan Party # has the power, authority, and legal right to # execute and deliver this Agreement and the other Transaction Documents to which it is a party and # perform and carry out the terms of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated thereby and # has taken all necessary action to # authorize the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party, # grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral on the terms and conditions of this Agreement and the other Transaction Documents, subject only to Permitted Liens and # authorize the Facility Servicer to perform the actions contemplated herein. This Agreement and each other Transaction Document have been duly executed and delivered by such Loan Party party thereto.

Power and Authority; Due Authorization; Execution and Delivery. The Collateral Manager # has all necessary corporate power, authority and legal right to # execute and deliver each Transaction Document to which it is a party, and # carry out the terms of the Transaction Documents to which it is a party, and # has duly authorized by all necessary corporate action, the execution, delivery and performance of each Transaction Document to which it is a party. This Agreement and each other Transaction Document to which the Collateral Manager is a party have been duly executed and delivered by the Collateral Manager.

Power and Authority; Due Authorization; Execution and Delivery. The Borrower # has all necessary limited liability company power, authority and legal right to # execute and deliver each Transaction Document to which it is a party, and # carry out the terms of the Transaction Documents to which it is a party, and # has duly authorized by all necessary limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the pledge and assignment of a security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Person of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and, in the case of any Originator, such Originator’s use of the proceeds of the Purchase made from it hereunder, are within its organizational powers and authority and have been duly authorized by all necessary organizational action on its part. This Agreement and each other Transaction Document to which such Transferor is a party has been duly executed and delivered by such Transferor.

Power and Authority; Due Authorization. It # has all necessary power and authority to execute, deliver and carry out the terms of the Basic Documents to which it is a party and # has duly authorized by all necessary action on its part the execution, delivery and performance of such Basic Documents.

Power and Authority; Due Authorization; Execution and Delivery. The Collateral Manager # has all necessary corporate power, authority and legal right to # execute and deliver each Transaction Document to which it is a party, and # carry out the terms of the Transaction Documents to which it is a party, and # has duly authorized by all necessary corporate action, the execution, delivery and performance of each Transaction Document to which it is a party. This Agreement and each other Transaction Document to which the Collateral Manager is a party have been duly executed and delivered by the Collateral Manager.

Power and Authority; Due Authorization; Execution and Delivery. Such Loan Party # has the power, authority, and legal right to # execute and deliver this Agreement and the other Transaction Documents to which it is a party and # perform and carry out the terms of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated thereby and # has taken all necessary action to # authorize the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party, # grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral on the terms and conditions of this Agreement and the other Transaction Documents, subject only to Permitted Liens and # authorize the Facility Servicer to perform the actions contemplated herein. This Agreement and each other Transaction Document have been duly executed and delivered by such Loan Party party thereto.

Power and Authority; Due Authorization; Execution and Delivery. The Borrower # has all necessary corporate power, authority and legal right to # execute and deliver each Transaction Document to which it is a party, and # carry out the terms of the Transaction Documents to which it is a party, and # has duly authorized by all necessary corporate action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. The Collateral Administration Agreement, the Custodian Agreement, this Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

Power and Authority; Due Authorization. The Servicer # has all necessary power, authority and legal right to # execute and deliver the Servicer Basic Documents and # carry out the terms of the Servicer Basic Documents and # has duly authorized by all necessary corporate action the execution, delivery and performance of the Servicer Basic Documents.