Common use of Indenture Trustee Opinion Clause in Contracts

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors and Ford Credit of Emmet, Xxxxxx Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New York and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has all necessary power and authority to enter into, and perform its obligations under, the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture Supplement. (iii) Each of the Base Indenture and the Indenture Supplement constitutes a legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx Xxxxx Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel’s knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel’s knowledge any order of any court, agency or other governmental body. (iv) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx Sxxxxxxxxxxx Xxxx & Rxxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel's knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel's knowledge any order of any court, agency or other governmental body. (iv) To such counsel's knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel's knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel's knowledge any order of any court, agency or other governmental body. (iv) To such counsel's knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel's knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel's knowledge any order of any court, agency or other governmental body. (iv) To such counsel's knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx LLP Thacher Proffitt & Wood (or such other counsel satisfactory to the Representatives in their reasonable Repxxxxxxxxxxxx xx thexx xeasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel's knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel's knowledge any order of any court, agency or other governmental body. (iv) To such counsel's knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel's knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel's knowledge any order of any court, agency or other governmental body. (iv) To such counsel's knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors Depositor and Ford Credit of Emmet, Xxxxxx Xxxxxx LLP Xxxxxxx Xxxxxxxx & Xxxx (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing has been legally incorporated under the laws of the State of New York and, based upon a certificate of good standing issued by that State, is validly existing as a banking association in good standing under the laws of that State, and is authorized has the requisite entity power and qualified authority to accept the trusts imposed by execute and deliver the Indenture and the Administration Agreement and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notesperform its obligations thereunder. (ii) The With respect to the Indenture Trustee has all necessary power and authority to enter intoTrustee, and perform the performance of its obligations under, under the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture SupplementAdministration Agreement and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any court, agency or other governmental body, except such as may be required under the securities laws of any state or such as have been obtained, effected or given. (iii) Each of the Base Indenture and With respect to the Indenture Supplement constitutes a legalTrustee, valid and binding obligation the performance of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The performance by the Indenture Trustee of the obligations under the Indenture does and the Administration Agreement and the consummation of the transactions contemplated thereby will not conflict with result in: (i) any breach or result in a breach violation of its certificate of incorporation or bylaws, (ii) to such counsel's knowledge, any breach, violation or acceleration of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract indenture or other material agreement or instrument to which the Indenture Trustee is a party or by which it is boundbound or (iii) any breach or violation of any statute or regulation or, to such counsel's knowledge any order of any court, agency or other governmental body. (iv) To such counsel's knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened against it which, either in one instance or in the aggregate, draws into question the validity of the Indenture or the Administration Agreement, seeks to prevent the consummation of any of the transactions contemplated by the Indenture or the Administration Agreement or would impair materially the ability of the Indenture Trustee to perform its obligations under the Indenture or the Administration Agreement. (v) Each of the Indenture and the Administration Agreement has been duly authorized, executed and delivered by the Indenture Trustee and, assuming the necessary authorization, execution and delivery of such agreements by the other parties thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Indenture Trustee in accordance with its terms. (vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee.