Common use of Representations and Warranties of the Beneficiary Clause in Contracts

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee that: (a) The Beneficiary is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware and has the power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplement. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee that: (a) The Beneficiary is a limited liability company national banking association duly formed organized and validly existing in good standing under the laws of the State United States of Delaware America and has the power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the each Asset Pool One Supplement. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement that: (a) The Beneficiary has been duly incorporated and is a limited liability company duly formed and validly existing in good standing under the laws of the State of as a Delaware banking corporation, and has the full corporate power and authority to own its properties execute and deliver this Agreement and any other documents related hereto to which it is a party and to conduct its business as such properties are presently owned perform the terms and such business is presently conducted, provisions hereof and to execute, deliver and perform its obligations under this Agreementthereof. (b) The Beneficiary is duly qualified to do business execution, delivery and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its part property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remainare the valid, from the time of its execution, an official record binding and enforceable obligations of the Beneficiary; , except as the Beneficiary has same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 enforcement of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplementcreditors’ rights generally or by general equity principles. (dc) The execution and delivery of this Agreement, To the performance best of the transactions contemplated by this Agreement and the fulfillment knowledge of the terms hereof will not conflict withBeneficiary, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, which in the reasonable Beneficiary’s judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee thatas of the date of this Agreement and as of each Addition Date: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this AgreementAgreement and any other documents related hereto to which it is a party. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and or approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary’s knowledge, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary or its properties (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee thatas of the date of this Agreement and as of each date of issuance of Notes under the Indenture: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full limited liability company power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part part, and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the . The Beneficiary has the power and authority to acquire the DCMOT Certificate and to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture Agreement and the granting clause of Transaction Documents to which the Asset Pool One SupplementBeneficiary is a party. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full limited liability company power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the Amendment Date and as of the date of each increase in the Invested Amount of the Series 2000 Certificate on or after the Amendment Date that: (a) The Beneficiary It is a limited liability company duly formed and national banking association validly existing in good standing under the laws of the State of Delaware United States and has the has, in all material respects, full power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary It has been duly organized as an association licensed as a national banking association and is validly existing and in good standing under the laws of the United States, is duly qualified to do business and is in good standing (under the laws of each jurisdiction which requires such qualification wherein it owns or is exempt from such requirement) in any state required in order to conduct its business in any leases material respectproperties or conducts material business, and has obtained all necessary licenses full power and approvals with respect authority to the Beneficiary, in each jurisdiction in which failure enter into and perform its obligations under this Agreement and to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with consummate the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a partyhereby. (c) The execution and delivery of this Agreement by the Beneficiary and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its the part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplement. (d) The execution and delivery by the Beneficiary of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Beneficiary will not conflict with or violate any Requirements of Law applicable to the Beneficiary or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement)bound. (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary Governmental Authority (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a partythis Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a partythis Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, this Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents this Agreement. (f) All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to which be obtained, effected or given by the Beneficiary is in connection with the execution and delivery by the Beneficiary of this Agreement and the performance of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect. (g) This Agreement constitutes a partylegal, valid and binding obligation of the Beneficiary enforceable against the Beneficiary in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (h) The Beneficiary transferred all of its right, title and interest in and to the Trust Estate to the Trust free and clear of all claims, liens and other encumbrances.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee and the other parties hereto that: (ai) The Beneficiary is a limited liability company duly formed organized and validly existing as a corporation organized and existing and in good standing under the laws of the State of Delaware and has the California, with power and authority to (A) own its properties and to conduct its business as such properties are presently currently owned and such business is presently or conducted, and to (B) execute, deliver and perform this Agreement and any other document relating hereto to which it is a party and (C) perform its obligations hereunder and any other document relating hereto to which it is a party. (ii) The Beneficiary is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, except in jurisdictions in which the failure to so qualify would not have a material adverse effect on the ability of the Beneficiary to perform its obligations under this Agreement. (biii) The Beneficiary is duly qualified has the power and authority to do business execute, deliver and is in good standing (or is exempt from such requirement) in any state required in order perform this Agreement, to conduct carry out its business in any material respect, terms and to sell and assign the property to be sold and assigned to and deposited with the Trustee on behalf of the Trust as part of the Trust Assets and has obtained duly authorized such sale and assignment and deposit with the Trustee on behalf of the Trust by all necessary licenses corporate action; and approvals with respect to the Beneficiaryexecution, in each jurisdiction in which failure to so qualify or to obtain such licenses delivery and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery performance of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplementcorporate action. (div) The execution and delivery of this Agreement, the performance consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will do not conflict with, result in any the breach of any of the material terms and provisions of, or nor constitute (with or without notice or lapse of time or bothtime) a material default under, the articles of incorporation or bylaws of the Beneficiary, or any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Beneficiary is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its the properties are bound of the Beneficiary pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Trust Documents); nor violate any law or any order, rule or regulation applicable to the Beneficiary of such indenturesany court or of any federal or State regulatory body, contracts, agreements, mortgages, deeds of trust administrative agency or other instruments whichgovernmental instrumentality having jurisdiction over the Beneficiary or its properties, individually or in the aggregate, which violation would not have a material adverse effect on the Beneficiary’s ability of the Beneficiary to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (fv) There are no proceedings Proceedings pending, or investigations pending or, to the best knowledge of the BeneficiaryBeneficiary threatened, threatened against the Beneficiary before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary Beneficiary: (iA) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a party, other Trust Document; (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, other Trust Document; or (iiiC) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would that might materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a partyof, this Agreement or any other Trust Document.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee thatas of the date of this Agreement and as of each Addition Date: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this AgreementAgreement and any other documents related hereto to which it is a party. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and or approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary's knowledge, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary or its properties (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement that: (a) The Beneficiary has been duly formed and is validly existing as a Delaware limited liability company, and has full limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware and has the power and authority to own its properties execute and deliver this Agreement and any other documents related hereto to which it is a party and to conduct its business as such properties are presently owned perform the terms and such business is presently conducted, provisions hereof and to execute, deliver and perform its obligations under this Agreementthereof. (b) The Beneficiary is duly qualified to do business execution, delivery and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or Limited Liability Company Agreement of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its part property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remainare the valid, from the time of its execution, an official record binding and enforceable obligations of the Beneficiary; , except as the Beneficiary has same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 enforcement of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplementcreditors’ rights generally or by general equity principles. (dc) The execution and delivery of this Agreement, To the performance best of the transactions contemplated by this Agreement and the fulfillment knowledge of the terms hereof will not conflict withBeneficiary, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, which in the reasonable Beneficiary’s judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee that: (a) The Beneficiary is a limited liability company national banking association duly formed organized and validly existing in good standing under the laws of the State United States of Delaware America and has the power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the each Asset Pool One Supplement. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full limited liability company power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The ------------------------------------------------- Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate that: (a) The Beneficiary is a limited liability company national banking association duly formed and organized, validly existing and in good standing under the laws of the State of Delaware United States and has the power full corporate power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, -------- however, that no representation or warranty is made with respect to any ------- qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Invested Amount of the Collateral Certificate that: (a) The Beneficiary is a limited liability company national banking association duly formed and organized, validly existing and in good standing under the laws of the State of Delaware United States and has the power full corporate power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and or approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trustan Adverse Effect; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign assign, grant and transfer the property to be assigned assigned, granted and transferred to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of by the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementBeneficiary. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiaryits knowledge, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the other Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the other Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of each Additional Date that: (a) The Beneficiary has been duly incorporated and is a limited liability company duly formed and validly existing in good standing under the laws of the State of as a Delaware banking corporation, and has the full corporate power and authority to own its properties execute and deliver this Agreement and any other documents related hereto to which it is a party and to conduct its business as such properties are presently owned perform the terms and such business is presently conducted, provisions hereof and to execute, deliver and perform its obligations under this Agreementthereof. (b) The Beneficiary is duly qualified to do business execution, delivery and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its part property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remainare the valid, from the time of its execution, an official record binding and enforceable obligations of the Beneficiary; , except as the Beneficiary has same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 enforcement of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplementcreditors’ rights generally or by general equity principles. (dc) The execution and delivery of this Agreement, To the performance best of the transactions contemplated by this Agreement and the fulfillment knowledge of the terms hereof will not conflict withBeneficiary, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, which in the reasonable Beneficiary’s judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the Effective Date that: (a) The Beneficiary has been duly formed and is validly existing as a Delaware limited liability company, and has full limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware and has the power and authority to own its properties execute and deliver this Agreement and any other documents related hereto to which it is a party and to conduct its business as such properties are presently owned perform the terms and such business is presently conducted, provisions hereof and to execute, deliver and perform its obligations under this Agreementthereof. (b) The Beneficiary is duly qualified to do business execution, delivery and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or Limited Liability Company Agreement of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its part property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remainare the valid, from the time of its execution, an official record binding and enforceable obligations of the Beneficiary; , except as the Beneficiary has same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 enforcement of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplementcreditors’ rights generally or by general equity principles. (dc) The execution and delivery of this Agreement, To the performance best of the transactions contemplated by this Agreement and the fulfillment knowledge of the terms hereof will not conflict withBeneficiary, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.,

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate after the date of this Agreement that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of by the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementBeneficiary. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full limited liability company power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate after the date of this Agreement that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of by the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementBeneficiary. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.or

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents makes the ordinary representations and warrants to those provided by law (declarations ordinaires et de droit) and makes the Owner Trustee that:specific representations warranties (hereinafter called the "Beneficiary's Representations and Warranties") set forth below. The Beneficiary recognizes and accepts that the Warrantors have entered into the Share Purchase Agreement and the Representations and Warranties Agreement in reliance on the Beneficiary's Representations and Warranties. (a) 2.1 The Beneficiary is a limited liability company corporation duly formed and incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware and incorporation. 2.2 The Beneficiary has the full power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver execute and perform its this Agreement and the Share Purchase Agreement. The execution and delivery of this Agreement and of the Share Purchase Agreement have been duly authorized by all necessary corporate action on the part of the Beneficiary. This Agreement and the Share Purchase Agreement have been duly executed and delivered by the Beneficiary. The Beneficiary's obligations under this AgreementAgreement and under the Share Purchase Agreement constitute valid and binding obligations of the Beneficiary enforceable in accordance with their terms. (b) 2.3 The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectnot currently, and has obtained all necessary licenses and approvals not been in the past, the subject of any proceedings with respect a view to the Beneficiaryprevention or resolution of business difficulties (or any similar proceedings), in each jurisdiction in which failure to so qualify or to obtain an order of dissolution, and there do not exist any reasons justifying such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a partyprocedures. (c) 2.4 The execution and delivery of this Agreement and the consummation of the transactions provided for in this Share Purchase Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time performance of its executionobligations thereunder (a) are not in violation or breach of, an official record and will not conflict with or constitute a default under, any of the terms of the Beneficiary's by-laws, or any material contract, agreement or commitment binding upon the Beneficiary, or any of its assets or properties; (b) will not result in the creation or imposition of any lien, encumbrance, equity or restriction in favor of any third party upon any of the assets or properties of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplement. (dc) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements applicable law, rule, regulation, judgment, order or decree of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality government having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate that: (a) The Beneficiary is a limited liability company national banking association duly formed and organized, validly existing and in good standing under the laws of the State of Delaware United States and has the power full corporate power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee thatas of the date of this Agreement: (a) The Beneficiary is a limited liability company duly formed formed, and validly existing and in good standing under the laws of the State of Delaware and Delaware. The Beneficiary has the full power and authority authority, in all material respects, to own its properties and as currently owned, to conduct its business as such properties are presently owned and such business is presently conducted, currently conducted and to execute, deliver deliver, and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirementrequirements) in any state required in order to conduct its business in any material respect, as a foreign corporation or foreign limited liability company and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The Beneficiary has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and the its consummation of the transactions provided for in contemplated by this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of by the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementBeneficiary. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality Governmental Authority having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate after the date of this Agreement that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of by the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementBeneficiary. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate after the date of this Agreement that: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of by the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementBeneficiary. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor.Beneficiary.‌‌‌‌ (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.or

Representations and Warranties of the Beneficiary. The ------------------------------------------------- Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Series 2001-__ Certificate that: (a) The Beneficiary is a limited liability company national banking association duly formed and organized, validly existing and in good standing under the laws of the State of Delaware United States and has the power full corporate power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, -------- however, that no representation or warranty is made with respect to any ------- qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee that: (a) The Beneficiary is a limited liability company duly formed organized and validly existing in good standing under the laws of the State of Delaware and has the power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture Agreement and the granting clause of the Asset Pool One SupplementIndenture. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of any of the Transaction Documents to which the Beneficiary is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under the Transaction Documents to which the Beneficiary is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Beneficiary is a party.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of the date of each increase in the Investor Interest of the Collateral Certificate that: (a) The Beneficiary is a limited liability company national banking association duly formed and organized, validly existing and in good standing under the laws of the State of Delaware United States and has the power full corporate power, authority and authority legal right to own its properties and to conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations obligation under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There To its knowledge, there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, or threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the Effective Date that: (a) The Beneficiary has been duly formed and is validly existing as a Delaware limited liability company, and has full limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware and has the power and authority to own its properties execute and deliver this Agreement and any other documents related hereto to which it is a party and to conduct its business as such properties are presently owned perform the terms and such business is presently conducted, provisions hereof and to execute, deliver and perform its obligations under this Agreementthereof. (b) The Beneficiary is duly qualified to do business execution, delivery and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or Limited Liability Company Agreement of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its part property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remainare the valid, from the time of its execution, an official record binding and enforceable obligations of the Beneficiary; , except as the Beneficiary has same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 enforcement of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplementcreditors’ rights generally or by general equity principles. (dc) The execution and delivery of this Agreement, To the performance best of the transactions contemplated by this Agreement and the fulfillment knowledge of the terms hereof will not conflict withBeneficiary, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There there are no proceedings or investigations pending or, to the best knowledge of the Beneficiary, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, which in the reasonable Beneficiary’s judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.

Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee thatas of the date of this Agreement and as of each Addition Date: (a) The Beneficiary is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia and has the power full corporate power, authority and authority legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this AgreementAgreement and any other documents related hereto to which it is a party. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respectbusiness, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and or approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner TrustNoteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company corporate action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One SupplementTrust. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary’s 's ability to perform its obligations obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the TransferorBeneficiary. (f) There are no proceedings or investigations pending or, to the best knowledge of the Beneficiary's knowledge, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary or its properties (i) asserting the invalidity of this Agreement or any of the Transaction Documents to which the Beneficiary is a partyDocuments, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, to which the Beneficiary is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents to which the Beneficiary is a partyDocuments.