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 Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, 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 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; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (d) no consent, approval or authorization of, or registration with or notice to, any federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor Depositor at the date of this Trust Agreement, and each Successor successor Delaware Trustee represents and warrants to the Trust and the Sponsor Depositor at the time of the Successor successor Delaware Trustee’s 's acceptance of its appointment as Delaware Trustee Trustee, that: (a) 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 corporate power and authority to or 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 has been authorized to perform its obligations under the Certificate of Trust and this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this . This Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (d) no consent, approval or authorization of, or registration with or notice to, any state or federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and; (ed) 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 DelawareDelaware and, and is in either case, a Person that satisfies satisfied for the Trust the requirements of Section 3807(a) 3807 of the Statutory Business Trust Act; (e) the execution, delivery and performance of this Trust Agreement by the Delaware Trustee will not (i) violate the charter or by-laws of the Delaware Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the State of Delaware governing the banking, trust or general powers of the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee; and (f) there are no proceedings pending or, to the best of the Delaware Trustee's knowledge, threatened against or affecting the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Delaware Trustee, to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s '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, corporation duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may beor is a national banking association, with corporate 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 and does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and this . This Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (d) no No consent, approval or authorization of, or registration with or notice to, any federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (ed) 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, 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 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; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (d) no consent, approval or authorization of, or registration with or notice to, any federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, 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 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 have been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and; (d) no consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust Act.the

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, 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 corporate power and 56 63 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; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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) the execution, delivery and performance of this Trust Agreement by the Delaware Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and; (d) no consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementDeclaration and at the Closing Date, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s '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 corporation with trust companypowers, duly organized, validly existing and in good standing under the laws of the United States or the State jurisdiction of Delaware, as the case may beits organization, with corporate 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 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; and this Trust Agreement . This Declaration has been duly executed and delivered by the Delaware Trustee Trustee, and, assuming the due authorization, execution and under Delaware law (excluding any securities laws) delivery of the Declaration 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) the The execution, delivery and performance of this Trust Agreement Declaration by the Delaware Trustee does not conflict with or constitute a breach of the charter certificate of incorporation or byBy-laws of the Delaware Trustee; and. (d) no No consent, approval or authorization of, or registration with or notice to, any federal state or Delaware Federal banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee Trustee, of this Trust Agreement; andDeclaration. (e) 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, Delaware and is a Person that satisfies for meets the eligibility criteria set forth in Section 5.2. (f) The Delaware Trustee has been authorized to perform its obligations under the Certificate of Trust Section 3807(a) of the Statutory Trust Actand this Declaration.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee hereby represents and warrants to the Trust and to Seller, for the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time benefit of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee Certificateholders, that: (a) the Delaware Trustee It is a Delaware banking corporation, a national banking association or a bank or trust company, corporation duly organized, validly existing and in good standing under the laws of the United States or State of Delaware with its principal place of business in the State of Delaware, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;. (b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Delaware Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Delaware Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Delaware Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Delaware Trustee's performance or ability to perform its duties as Delaware Trustee under this Agreement or on the transactions contemplated in this Agreement. (d) The execution, delivery and performance by the Delaware Trustee of this Agreement shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of banks or trust companies in the jurisdiction in which the Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust was formed. (e) This Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a the legal, valid and binding obligation agreement of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, insolvency, and or other similar laws affecting the enforcement of creditors’ ' rights generally in general and to by general principles of equity and the discretion of the court (equity, regardless of whether the enforcement of such remedies enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance of this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (d) no consent, approval or authorization of, or registration with or notice to, any federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, 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 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 have been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and; (d) no consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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 59 66 State of Delaware, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants at the date of this Agreement to the Trust and to the Sponsor at the date of this Trust AgreementCertificateholders, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor Certificateholders at the time of the Successor Delaware Trustee’s 's acceptance of its appointment as Delaware Trustee Trustee, that: (a) the Delaware Trustee has its principal place of business in the State of Delaware; (b) the Delaware Trustee is a banking corporation, a national banking corporation or association or a bank or with trust companypowers, 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 corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (bc) 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; Trustee and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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); (cd) the execution, delivery and performance of this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (d) no consent, approval or authorization of, or registration with or notice to, any federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and; (e) the Delaware Trustee Trustee, in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement and such other documents executed in connection herewith to which it or the Trust 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 Delawareparty, and this Agreement is a Person that satisfies for the legal, valid and binding obligation of Bankers Trust Section 3807(a(Delaware), in its individual capacity, enforceable against Bankers Trust (Delaware) in accordance with its terms, except as such terms may be limited by insolvency, receivership, moratorium or other similar laws affecting the rights of the Statutory Trust Act.creditors generally and by general principles of equity;

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s 's acceptance of its appointment as Delaware Trustee that: (a) if not a natural person, 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 corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) if not a natural person, 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; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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) if not a natural person, the execution, delivery and performance of this Trust Agreement by the Delaware Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and; (d) if not a natural person, no consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Agreement (other than the filing of the Certificate of Trust Agreementwith the Office of the Secretary of State of the State of Delaware); 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, 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 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 have been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and; (d) no consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementDeclaration, and each Successor successor Delaware Trustee represents and warrants to the Trust and to the Sponsor at the time of the Successor Delaware Trustee’s its acceptance of its appointment as Delaware Trustee Trustee, that: (a) the The Delaware Trustee is either a banking corporation, natural person who is a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws resident of the United States or State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware, as the case may be, with 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 Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement . This Declaration has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) Trustee, 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 The execution, delivery and performance of this Trust Agreement Declaration by the Delaware Trustee does not conflict with or constitute a breach of the charter or byBy-laws of the Delaware Trustee; and. (d) no 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 Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any federal State or Delaware Federal banking authority governing the its banking or trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee Trustee, of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust ActDeclaration.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the 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, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws 55 62 of the United States or the State of Delaware, as the case may be, with 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 have been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) 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 this Trust Agreement by the Delaware Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and; (d) no consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s 's acceptance of its appointment as Delaware Trustee Trustee, that: (ai) the Delaware Trustee is a banking corporation, a corporation or national banking association or a bank or trust companyassociation, duly organized, validly existing and in good standing under the laws of the United States State of Delaware or the State of DelawareUnited States, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (bii) 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; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee Trustee, and under Delaware law (excluding any securities laws) 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) the execution, delivery and performance of this Trust Agreement by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and (diii) no consent, approval or authorization of, or registration with or notice to, any federal State or Delaware Federal banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (eiv) 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 (v) 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the 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 Sponsor at the time of the Successor Delaware Trustee’s '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 corporation with trust companypowers, 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 corporate trust power 51 56 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 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; and this Trust Agreement . The Declaration has been duly executed and delivered by the Delaware Trustee Trustee, and under Delaware law (excluding any securities laws) 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 The execution, delivery and performance of this Trust Agreement the Declaration by the Delaware Trustee does not conflict with or constitute a breach of the charter certificate of incorporation or by-laws of the Delaware Trustee; and. (d) no No consent, approval or authorization of, or registration with or notice to, any federal Federal or Delaware banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; andDeclaration. (e) 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, and is a Person that satisfies for the Trust Section 3807(a) of the Statutory Trust Act.