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

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2020-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2020-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2020-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2020-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2020-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2020-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2020-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2020-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2020-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2020-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2024-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2024-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2024-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2024-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2024-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2016-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2016-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2016-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2016-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2016-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2021-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2021-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2021-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2021-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2021-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2021-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2021-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2021-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2021-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2021-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2019-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2019-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2019-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2019-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2019-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York an Illinois banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and satisfies the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee6.11; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or and (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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms. (f) The Indenture Trustee certifies that (a) its principal place of business is outside the State of Florida, and it has no place of business or assets in the State of Florida; (b) its usual place of business where books and records pertaining to the Indenture will be kept is outside the State of Florida; (c) it has a division that is licensed to sell municipal bonds in the State of Florida, but it has no offices located in the State of Florida to sell the municipal bonds or provide banking and trustee services, and files no tax returns with the State of Florida; (d) it has employees employed within the State of Florida who provide services to an affiliate of the Indenture Trustee, but who in no event manage or control assets of the Indenture Trustee, and it does not engage in any material actions on behalf of the Indenture Trustee in the State of Florida; and (f) it is not organized under the laws of the State of Florida. The Indenture Trustee will certify the above by September 30 each year this Agreement is in effect by providing an Officer's Certificate in the form of Exhibit C attached hereto. Additionally, the Indenture Trustee certifies and agrees that it will promptly notify the Issuer if any of the above changes.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2018-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2018-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2018-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2018-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2018-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2017-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2017-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2017-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2017-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2017-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York ________ banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2018-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2018-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2018-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2018-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2018-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2019-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2019-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2019-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2019-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2019-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 201_-[__] Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 201_-[__] Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 201_-[__] Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 201_-[__] Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 201_-[__] Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2023-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2023-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2023-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2023-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2023-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York an Illinois banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeIllinois; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any applicable law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee 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 Lien on any properties included in the Collateral 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 Lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2024-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2024-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2024-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2024-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2024-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2013-B Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2013-B Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2013-B Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2013-B Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2013-B Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Governmental Agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee (i) is a New York banking corporation _____________________ duly organized, validly existing and in good standing under the laws of the State of New York ____________________ and (ii) satisfies the eligibility requirements criteria set forth in Section 6.11 are satisfied with respect to the Indenture Trustee6.11; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants to Owner Participant, Owner Trustee, Trust Company, Loan Participants and Lessee that, as of the date hereof and as of each Closing Date that:(unless any such representation is specifically made as of one date): (a) the Indenture Trustee is a New York national banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York United States and has the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full corporate power, authority and legal right under the laws of the State of Utah and the laws of the United States pertaining to its banking, trust and fiduciary powers to execute, deliver and perform this Indenture, and has taken all necessary action to authorize carry out the execution, delivery and performance by it terms of this Indentureeach of the Indenture Trustee Agreements; (cb) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers each of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Agreements have been duly authorized by Indenture Trustee or any of its assets, (ii) shall and will not violate any provision its Certificate of the corporate charter Incorporation or by-laws of the Indenture 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 Collateral pursuant to the provisions of any indenture, mortgage, indenture, contract, agreement contract or other undertaking agreement to which it is a partyparty or by which it is bound or any laws, which violationrules or regulations of the United States or the State of Utah (or any governmental subdivision of either thereof) pertaining to its banking, default trust or lien could reasonably be expected to have a materially adverse effect on the fiduciary powers; (c) each Indenture Trustee's performance or ability to perform Trustee Agreement, when executed and delivered, will constitute its duties under this Indenture or on the transactions contemplated legal, valid and binding obligation enforceable against it in this Indentureaccordance with its terms; (d) there are no proceedings pending or, to the knowledge of Indenture Trustee, threatened, and to the knowledge of Indenture Trustee there is no existing basis for any such proceedings, against or affecting Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body of the United States or the State of Utah, in required for the due execution, delivery and performance by Indenture Trustee of the Indenture Trustee of this Agreements, except as have been previously obtained, given or taken; (f) Indenture shall Trustee is not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of in default under any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee Agreements; (g) neither Indenture Trustee, nor any Person authorized to act on behalf of Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Notes or any other Operative Agreement or any security similar to either thereof for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Loan Participants; and (eh) this there are no Taxes which may be imposed on or asserted against the Indenture has been duly executed and delivered Estate or any part thereof or any interest therein, Trust Company, Owner Trustee or Owner Participant by any state or local government or taxing authority in connection with the execution, delivery or performance by Indenture Trustee of the Indenture Trustee and constitutes Agreements or the legal, valid and binding agreement authentication of the Indenture Trustee, enforceable in accordance with its termsEquipment Notes.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2014-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2014-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2014-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2014-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2014-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Governmental Agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2014-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2014-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2014-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2014-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2014-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the [Initial] Closing Date that: (a) the Indenture Trustee (i) is a New York national banking corporation association duly organized, validly existing and in good standing under the laws of the State United States of New York America and (ii) satisfies the eligibility requirements criteria set forth in Section 6.11 are satisfied with respect to the Indenture Trustee6.11; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral Indenture Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;to (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York national banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York United States, and has the eligibility requirements set forth power to own its assets and to transact the business in Section 6.11 are satisfied with respect to the Indenture Trusteewhich it is presently engaged; (b) the Indenture Trustee has full the power, authority and legal right to execute, deliver and perform this IndentureIndenture and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this IndentureIndenture and the authentication of the Notes has been duly authorized by the Indenture Trustee by all necessary corporate action; (c) the executionthis Indenture, assuming due authorization, execution and delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any orderother parties hereto, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and the rights of trust companies in particular and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether in a proceeding at law or in equity; (d) the performance by the Indenture Trustee of its obligations under this Indenture will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the organizational documents or bylaws of the Indenture Trustee; (e) to the best of the knowledge of the Indenture Trustee, there are no proceedings or investigations to which the Indenture Trustee is a party pending, or, to the knowledge of the Indenture Trustee, threatened, before any court, regulatory body, administrative agency or other tribunal or Governmental Authority (i) asserting the invalidity of this Indenture, the Notes or any other Transaction Document, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture or any other Transaction Document or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture, the Notes or any other Transaction Document; and (f) neither the execution or delivery by the Indenture Trustee of this Indenture or any other Transaction Document nor the consummation by the Indenture Trustee of the transactions contemplated hereby or by any other Transaction Document requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Governmental Authority under any existing federal law governing the banking or trust powers of the Indenture Trustee.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee (i) is a New York national banking corporation association duly organized, validly existing and in good standing under the laws of the State United States of New York America and (ii) satisfies the eligibility requirements criteria set forth in Section 6.11 are satisfied with respect to the Indenture Trustee6.11; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a [New York banking corporation corporation] duly organized, validly existing and in good standing under the laws of the [State of New York York] and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the Closing Date thatdate of this Indenture, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 201_-[__] Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 201_-[__] Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 201_-[__] Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 201_-[__] Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Governmental Agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants to Owner Participant, Owner Trustee, Trust Company, Loan Participant and Lessee that, as of the date hereof and as of the Closing Date that:(unless any such representation is specifically made as of one date): (a) the Indenture Trustee is a New York national banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of New York United States and has the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full corporate power, authority and legal right under the laws of the State of Utah and the laws of the United States pertaining to its banking, trust and fiduciary powers to execute, deliver and perform this Indenture, and has taken all necessary action to authorize carry out the execution, delivery and performance by it terms of this Indentureeach of the Indenture Trustee Agreements; (cb) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers each of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Agreements have been duly authorized by Indenture Trustee or any of its assets, (ii) shall and will not violate any provision its Articles of the corporate charter Association or by-laws of the Indenture 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 Collateral pursuant to the provisions of any indenture, mortgage, indenture, contract, agreement contract or other undertaking agreement to which it is a partyparty or by which it is bound or any laws, which violationrules or regulations of the United States or the State of Utah (or any governmental subdivision of either thereof) pertaining to its banking, default trust or lien could reasonably be expected to have a materially adverse effect on the fiduciary powers; (c) each Indenture Trustee's performance or ability to perform Trustee Agreement, when executed and delivered, will constitute its duties under this Indenture or on the transactions contemplated legal, valid and binding obligation enforceable against it in this Indentureaccordance with its terms; (d) there are no proceedings pending or, to the knowledge of Indenture Trustee, threatened, and to the knowledge of Indenture Trustee there is no existing basis for any such proceedings, against or affecting Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body of the United States or the State of Utah, in each case pertaining to the banking, trust or fiduciary powers of Indenture Trustee, is required for the due execution, delivery and performance by Indenture Trustee of the Indenture Trustee of this Agreements, except as have been previously obtained, given or taken; (f) Indenture shall Trustee is not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of in default under any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee Agreements; (g) neither Indenture Trustee, nor any Person authorized to act on behalf of Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Notes or any other Operative Agreement or any security similar to either thereof for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than Loan Participant; and (eh) this there are no Taxes which may be imposed on or asserted against the Indenture has been duly executed and delivered Estate or any part thereof or any interest therein, Trust Company, Owner Trustee or Owner Participant by any state or local government or taxing authority in connection with the execution, delivery or performance by Indenture Trustee of the Indenture Trustee and constitutes Agreements or the legal, valid and binding agreement authentication of the Indenture Trustee, enforceable in accordance with its termsEquipment Notes.

Representations and Warranties of Indenture Trustee. The --------------------------------------------------- Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation duly organized, ----------------------- validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 ------------------ are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation national association duly organized, validly existing and in good standing under the laws of the State United States of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeAmerica; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee 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 Collateral 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section SECTION 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents hereby makes the following representations and warrants warranties, as of the 2013-A Closing Date thatDate, on which the Issuer and Noteholders shall rely: (a) the Indenture Trustee is a New York banking corporation association duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeUnited States; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, Indenture and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) this Indenture is an enforceable obligation of the execution, Indenture Trustee; (d) the execution and delivery and performance by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) shall not violate any provision of any law law, governmental rule or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, judgment or decree binding on it or (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision conflict with, result in a breach of, or constitute, constitute (with or without notice or lapse of time, time or both) a default underunder any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or result default, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture; (e) neither the Indenture Trustee nor its affiliates is in the creation or imposition of material default under any lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indentureagreement, contract, agreement instrument, or other undertaking indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2013-A Basic Documents to which it is a party; (f) to the Indenture Trustee’s knowledge, which violationthere are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2013-A Basic Documents or the Notes, default (ii) seeking to prevent the issuance of the Notes or lien could the consummation of any of the transactions contemplated by any of the 2013-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a materially material adverse effect on the Indenture Trustee's performance or ’s ability to perform its duties under this obligations under, or the validity or enforceability of, any of the 2013-A Basic Documents or the Notes; (g) the Indenture Trustee does not have any reason or on the transactions contemplated cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture;; and (dh) no consent, approval, authorization, or order of any Governmental Agency or body is required under federal law for the execution, delivery delivery, and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration withTrustee, or compliance by it with the taking of any other action in respect of, any governmental authority Indenture or agency regulating the banking and corporate trust activities consummation by it of the Indenture Trustee; and (e) this Indenture transactions contemplated by the Indenture, or if required has been duly executed and delivered by obtained or can be obtained prior to the Indenture Trustee and constitutes the legal, valid and binding agreement execution of the Indenture Trustee, enforceable in accordance with its termsIndenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation an entity of the type set forth in the Series Trust Indenture and is duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements its organization, as set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeSeries Trust Indenture; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall does not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall does not violate any provision of the corporate charter or by-laws of the Indenture Trustee Trustee, or (iii) shall does 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 Lien on any properties included in the Collateral Issuer pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien Lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall does 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation an entity of the type set forth in the Series Trust Indenture and is duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements its organization, as set forth in Section 6.11 are satisfied with respect to the Indenture TrusteeSeries Trust Indenture; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall does not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall does not violate any provision of the corporate charter or by-laws of the Indenture Trustee Trustee, or (iii) shall does not violate any EXHIBIT 4.6 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 Lien on any properties included in the Collateral Issuer pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien Lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall does 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York ___banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture Indenture: (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or or (iiid) 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 Collateral Trust Estate 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 Indenture Trustee's ’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (de) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (ef) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York national banking corporation duly organized, validly existing association and in good standing under the laws of the State of New York and satisfies the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee;------- 6.11; ---- (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or and (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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of Indenture Trustee. The --------------------------------------------------- Indenture Trustee represents and warrants as of the Closing Date that: (a) the Indenture Trustee is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture 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 Collateral Trust Estate 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 Indenture Trustee's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) the execution, delivery and performance by the Indenture Trustee of this Indenture 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 the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.