Common use of Representations and Warranties of Delaware Trustee Clause in Contracts

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee Trustee, that: (a) The the Delaware Trustee is a banking corporation or national banking association, duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware or the United States, as the case may be, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee Trustee, and it constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No no consent, approval or authorization of, or registration with or notice to, any federal State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) The the execution, delivery and performance of the Agreement by the Delaware Trustee does not conflict with or constitute a breach of the Articles of Organization or By-laws of the Delaware Trustee; and (e) the Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The the Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may be, with trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee under Delaware law and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or and performance of this Agreement by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is do not conflict with or constitute a natural person who is a resident breach of the State charter or by-laws of the Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.Trustee;

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee Trustee, if an entity, is duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware or the United States, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust AgreementDeclaration; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement Declaration has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust AgreementDeclaration; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Control Party at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Control Party at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a Delaware banking corporation with, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Trust Agreement. The Trust Agreement, under Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and law, constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this the Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a national banking association or a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delawarestanding, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;the Declaration. (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Declaration. The Declaration under Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);. (c) No consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee Trustee, of this Trust Agreement; andthe Declaration. (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's ’s acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a banking corporation or association with trust powers, duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation or formation, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;the Declaration. (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Declaration. The Declaration under Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' ’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);. (c) No consent, approval or authorization of, or registration with or notice to, any federal State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee Trustee, of this Trust Agreement; andthe Declaration. (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has maintains its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor successor Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the time of the Successor Delaware Trustee's its acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is duly organized, validly existing either a natural person who is at least 21 years of age and in good standing under the laws a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;. (b) The execution, delivery and performance by the Delaware Trustee of this Declaration and the Certificate of Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement Declaration has been duly executed and delivered by the Delaware Trustee and, under Delaware law assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);. (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the The execution, delivery or and performance of this Declaration and the Certificate of Trust by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is do not conflict with or constitute a natural person who is a resident breach of the State charter or by-laws of the Delaware or, if not a natural person, an entity which has its principal place of business in the State of DelawareTrustee.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration and at the time of Closing, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;the Declaration. (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement the Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement The Declaration has been duly executed and delivered by the Delaware Trustee Trustee, and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' , rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);. (c) The execution, delivery and performance of the Declaration by the Delaware Trustee does not conflict with or constitute a breach of the certificate of incorporation or By-laws of the Delaware Trustee. (d) No consent, approval or authorization of, or registration with or notice to, any federal State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; andDeclaration. (de) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. (f) The Delaware Trustee has been authorized to perform its obligations under the Certificate of Trust and the Declaration.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The (i) in the case of the initial Delaware Trustee Trustee, it is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreementthe Declaration and (ii) in the case of any Successor Delaware Trustee, it satisfies the requirements of Section 5.2 herein; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Declaration. The Declaration under Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No no consent, approval or authorization of, or registration with or notice to, any federal State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee Trustee, of this Trust Agreementthe Declaration; and (d) The the Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a Delaware state chartered bank, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Control Party at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Control Party at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a Delaware corporation with, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Trust Agreement. The Trust Agreement, under Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and law, constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this the Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee Trustee, that: (a) The the Delaware Trustee is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreementthe Declaration; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Declaration. The Declaration under Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No no consent, approval or authorization of, or registration with or notice to, any federal Delaware State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreementthe Declaration; and (d) The the Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is a banking corporation or national banking association duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware or the United States, as the case may be, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust AgreementDeclaration; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement Declaration has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust AgreementDeclaration; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementAmended and Restated Declaration of Trust, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust AgreementAmended and Restated Declaration of Trust; (b) The execution, delivery and performance by the Delaware Trustee of this Amended and Restated Declaration of Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Amended and Restated Declaration of Trust Agreement has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust AgreementAmended and Restated Declaration of Trust; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor Control Party at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor Control Party at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee Trustees that: (a) The Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust Trust, to the Holders of Securities and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust Trust, to the Holders of Securities, and to the Depositor Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) The Delaware Trustee satisfies the requirements set forth in Section 5.2 and, if it is not a natural person, is duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware or the United States, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust AgreementDeclaration; (b) The execution, delivery and performance by the Delaware Trustee of this Trust Agreement Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Trust Agreement Declaration has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust AgreementDeclaration; and (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.