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

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of the Delaware Trustee, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Delaware Corporation and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the trust or corporate powers the Delaware Corporation in its capacity as the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware law governing the trust or corporate powers of the Delaware Trustee; and (f) There are no proceedings pending or threatened against the Delaware Corporation or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation Trustee is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, and satisfies for the Trust Section 3807(a) of the Delaware Business Trust Act; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the respective valid and legally binding agreement of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of stockholders of the Delaware Corporation Trustee, and such execution, delivery and performance will not (i) violate the Delaware CorporationTrustee's charter Charter or byBy-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the corporate, banking or trust or corporate powers the Delaware Corporation in its capacity as of the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require therein requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware Federal law governing the corporate, banking or trust or corporate powers of the Delaware TrusteeTrustee under the laws of the State of Delaware; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee's knowledge, threatened against the Delaware Corporation or affecting the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, Trustee hereby represents and warrants for the benefit of to the Depositor and the Securityholders Equity Certificateholder that: (a) the Delaware Corporation It is a Delaware banking corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate . It has all requisite corporate capacity power and in its capacity as the Delaware Trustee has full corporate powerauthority to execute, authority deliver and legal right to execute and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and the Related Documents. (b) It has taken all corporate action necessary action to authorize the execution, execution and delivery and performance by it of this Trust Agreement; (c) Agreement and, on behalf of the Trust, the Related Documents, and this Trust Agreement has been duly authorized, and each Related Document will be executed and delivered by one of its officers who is duly authorized to execute and deliver the Delaware Trustee same on its behalf, and constitutes upon such execution and delivery of this Agreement, this Agreement shall constitute the legal, valid and legally binding agreement obligation of the Delaware Trustee, enforceable against it the Delaware Trustee in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity principles;(regardless of whether enforcement is sought in equity or at law). (dc) Neither the execution, execution nor the delivery and performance by it of this Trust Agreement and or, on behalf of the Trust, any Related Document, nor the consummation by it of the transactions contemplated thereby hereby nor compliance by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part it with any of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require terms or provisions hereof will contravene any approval of stockholders of the Delaware Corporation and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter federal or by-laws, or (ii) violate any State law, governmental rule or regulation of the United States or the State of Delaware governing the trust or corporate powers the Delaware Corporation in its capacity as of the Delaware Trustee or in any judgment or order binding on it, or constitute any default under its separate corporate capacity, charter documents or bylaws or any indenture, mortgage, bank credit agreementcontract, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which it is a party or by which any orderof its properties may be bound or result in the creation or imposition of any lien, judgment charge or decree applicable to encumbrance on the Delaware Corporation Trust Assets resulting from actions by or the Delaware Trustee; (e) neither the authorization, execution, delivery or performance by the Delaware Corporation or claims against the Delaware Trustee of individually which are unrelated to this Trust Agreement, nor the consummation of any of the transactions by the Delaware Corporation Agreement or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware law governing the trust or corporate powers of the Delaware Trustee; and (f) There are no proceedings pending or threatened against the Delaware Corporation or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations under this Trust AgreementTransaction Documents.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation Trustee is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, and satisfies for the Trust Section 3807(a) of the Delaware Business Trust Act; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the respective valid and legally binding agreement of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of stockholders of the Delaware Corporation Trustee, and such execution, delivery and performance will not (i) violate the Delaware CorporationTrustee's charter Charter or byBy-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the corporate, banking or trust or corporate powers the Delaware Corporation in its capacity as of the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal Federal or Delaware New York law governing the corporate, banking or trust or corporate powers of the Delaware Trustee; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee's knowledge, threatened against the Delaware Corporation or affecting the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation Trustee is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, and satisfies for the Trust Section 3807(a) of the Delaware Statutory Trust Act; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the respective valid and legally binding agreement of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of stockholders of the Delaware Corporation Trustee, and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter Trustee’s Charter or byBy-laws, or (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iii) to its knowledge, violate any law, governmental rule or regulation of the United States or the State of Delaware governing the corporate, banking or trust or corporate powers the Delaware Corporation in its capacity as of the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal Federal or Delaware law governing the corporate, banking or trust or corporate powers of the Delaware Trustee; and (f) There there are no proceedings pending or or, to the Delaware Trustee’s knowledge, threatened against the Delaware Corporation or affecting the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The initial Delaware Corporation in Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its separate corporate capacity and appointment as the Delaware Trustee, on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation is Trustee is, if not a natural person, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the Delaware Corporation Trustee satisfies the requirements set forth in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize Section 5.2(a); (c) the execution, delivery and performance by it the Delaware Trustee of this Trust Agreement; (c) Agreement have been duly authorized, if the Delaware Trustee is not a natural person, by all necessary corporate action on the part of the Delaware Trustee; this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the a legal, valid and legally binding agreement obligation of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, insolvency and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity principlesand the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and Trustee, if not a natural person, do not require any approval of stockholders of conflict with, or constitute a breach of, the Delaware Corporation and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter or by-laws, or (ii) violate any law, governmental rule or regulation laws of the United States or the State of Delaware governing the trust or corporate powers the Delaware Corporation in its capacity as the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee;; and (e) neither no consent, approval or authorization of, or registration with or notice to, any federal or state banking authority is required for the authorization, execution, delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware law governing the trust or corporate powers of the Delaware Trustee; and (f) There are no proceedings pending or threatened against the Delaware Corporation or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, each severally on behalf of and as to itself, as of the date hereof, and each Successor Delaware Trustee at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee hereunder, hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation Trustee is a corporation state chartered trust company duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has its principal place of business in the State of Delaware as required by Section 3807(a) of the Delaware Statutory Trust Act; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of the stockholders of the Delaware Corporation Trustee and such execution, delivery and performance will not (i) violate the Delaware Corporation's Trustee’s charter or by-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware Delaware, as the case may be, governing the banking or trust or corporate powers of the Delaware Corporation in its capacity Trustee, as the Delaware Trustee or in its separate corporate capacitycase may be, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require therein requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to to, any governmental authority or agency under any existing federal or law of the State of Delaware law governing the banking or trust or corporate powers of the Delaware Trustee, as the case may be; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee’s knowledge, threatened against or affecting the Delaware Corporation or the Delaware Trustee Trustee, in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or Trustee, as the Delaware Trustee case may be, to enter into or perform its obligations as the Delaware Trustee under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders Holders that: (a) the Delaware Corporation Trustee has been duly incorporated and is a corporation duly organized, validly existing and as a banking corporation in good standing under the laws of the State of Delaware;. (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of the Delaware Trustee, Trustee enforceable against it the Delaware Trustee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of stockholders of the Delaware Corporation Trustee and such execution, delivery and performance will not (i) violate the Charter or By-laws of the Delaware Corporation's charter Trustee, (ii) violate any provision of, or by-lawsconstitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the banking, trust or corporate general powers the Delaware Corporation in its capacity as of the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal or law of the State of Delaware law governing the banking, trust or corporate general powers of the Delaware Trustee; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee's knowledge, threatened against the Delaware Corporation or affecting the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal whichthat, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Issuer Trust or would question the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations as one of the Issuer Trustees under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, Trustee hereby represents and warrants to the Depositor, for the benefit of the Depositor and the Securityholders Certificateholders, that: (a) the Delaware Corporation It is a banking corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware;. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all corporate action necessary to authorize the Delaware Corporation in execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right officers who is duly authorized to execute and deliver this Trust Agreement and to perform on its obligations under this Trust Agreement and has taken all necessary action to authorize behalf. (c) Neither the execution, execution nor the delivery and performance by it of this Trust Agreement; , nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will (ci) this Trust Agreement has been duly authorizedcontravene any federal or Delaware law, executed and delivered by governmental rule or regulation governing the banking or trust powers of the Delaware Trustee and constitutes or any judgment or order binding on it, (ii) constitute any default under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or (iv) result in the valid and legally binding agreement creation or imposition of any lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Delaware Trustee, enforceable against it in accordance with its terms, subject Trustee which are unrelated to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to this Agreement or affecting creditors' rights and to general equity principles;the other Basic Documents. (d) It has the power and authority to execute and deliver this Agreement; and the execution, delivery delivery, and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have it has been duly authorized by all necessary corporate action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Delaware Corporation and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the trust or corporate powers the Delaware Corporation in its capacity as the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee;action. (e) neither This Agreement constitutes the authorizationlegal, executionvalid, delivery or performance and binding obligation of it, enforceable in accordance with its terms, except as such enforceability may be limited by the Delaware Corporation or the Delaware Trustee of this Trust Agreementbankruptcy, nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or thereininsolvency, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registrationreorganization, or other similar laws affecting the qualification with enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware law governing the trust or corporate powers of the Delaware Trustee; and (f) There are no proceedings pending or threatened against the Delaware Corporation or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations under this Trust Agreementat law.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, each severally on behalf of and as to itself, as of the date hereof, and each Successor Delaware Trustee at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee hereunder, hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation Trustee is a corporation state chartered trust company duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of the stockholders of the Delaware Corporation Trustee and such execution, delivery and performance will not (i) violate the Delaware Corporation's Trustee’s charter or by-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware Delaware, as the case may be, governing the banking or trust or corporate powers of the Delaware Corporation in its capacity Trustee, as the Delaware Trustee or in its separate corporate capacitycase may be, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require therein requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to to, any governmental authority or agency under any existing federal or law of the State of Delaware law governing the banking or trust or corporate powers of the Delaware Trustee, as the case may be; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee’s knowledge, threatened against or affecting the Delaware Corporation or the Delaware Trustee Trustee, in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or Trustee, as the Delaware Trustee case may be, to enter into or perform its obligations as the Delaware Trustee under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, each severally on behalf of and as to itself, as of the date hereof, and each Successor Delaware Trustee at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee hereunder, hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Delaware Corporation Trustee is a corporation state chartered trust company duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has its principal place of business in the State of Delaware as required by Section 3807(a) of the Delaware Statutory Trust Act; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Delaware Trustee, Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do does not require any approval of the stockholders of the Delaware Corporation Trustee and such execution, delivery and performance will not (i) violate the Delaware Corporation's Trustee’s charter or by-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware Delaware, as the case may be, governing the banking or trust or corporate 4821-9020-5592, v. 11 powers of the Delaware Corporation in its capacity Trustee, as the Delaware Trustee or in its separate corporate capacitycase may be, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require therein requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to to, any governmental authority or agency under any existing federal or law of the State of Delaware law governing the banking or trust or corporate powers of the Delaware Trustee, as the case may be; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee’s knowledge, threatened against or affecting the Delaware Corporation or the Delaware Trustee Trustee, in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or Trustee, as the Delaware Trustee case may be, to enter into or perform its obligations as the Delaware Trustee under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Trustee which acts as the initial Delaware Corporation in Trustee represents and warrants to the Trust and the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its separate corporate capacity and appointment as the Delaware Trustee, on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (ai) the The Delaware Corporation Trustee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate , with corporate capacity power and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute and deliver this Trust Agreement deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement and has taken all necessary action to authorize the Declaration. (ii) The execution, delivery and performance by it the Delaware Trustee of this Trust Agreement; (c) this Trust Agreement Declaration have been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Declaration has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the a legal, valid and legally binding agreement obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, insolvency and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity principles;and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (diii) the executionNo consent, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Delaware Corporation and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter or by-lawsauthorization of, or (ii) violate registration with or notice to, any law, governmental rule banking authority which supervises or regulation of the United States or the State of Delaware governing the trust or corporate powers the Delaware Corporation in its capacity as the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or regulates the Delaware Trustee; (e) neither , if any, is required for the authorization, execution, delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, nor the consummation of any Declaration. (iv) The Delaware Trustee is a natural person who is a resident of the transactions by State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware Corporation or and is a Person that satisfies for the Delaware Trustee contemplated herein or therein, nor the issuance Trust Section 3807(a) of the Business Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware law governing the trust or corporate powers of the Delaware Trustee; and (f) There are no proceedings pending or threatened against the Delaware Corporation or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations under this Trust AgreementAct.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, hereby Trustee represents and warrants for the benefit of the Depositor and the Securityholders thatas follows: (a) the Delaware Corporation it is a banking corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and it is a "bank" within the meaning of Section 581 of the Code; (b) it is a "United States person" within the Delaware Corporation in its separate corporate capacity and in its capacity as meaning of Section 7701(a)(30) of the Delaware Trustee Code; (c) it has full corporate or other power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Series Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Series Agreement; (cd) this Trust Series Agreement has been duly authorized, executed and delivered by the Delaware Trustee it and constitutes the valid and legally binding agreement of the Delaware Trustee, it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principlesprinciples of equity; (de) neither the execution, execution or delivery and performance by it of this Trust Agreement and Series Agreement, nor the consummation performance by it of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Delaware Corporation and such executionobligations hereunder, delivery and performance will not (i) violate its organizational documents, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the Delaware Corporation's charter creation or by-lawsimposition of any Lien on any properties or assets held in a Trust Series pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware or the United States governing the banking, trust or corporate general powers the Delaware Corporation in its capacity as the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement of it or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trusteeit; (ef) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee it of this Trust Agreement, nor Series Agreement and the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee it contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement hereby do not require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware law governing (other than the trust or corporate powers filing of the Delaware TrusteeCertificate of Trust with the Secretary of State); and (fg) There there are no proceedings pending or or, to the best of its knowledge, threatened against the Delaware Corporation or the Delaware Trustee affecting it in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or the Delaware Trustee it to enter into or perform its obligations under this Trust Series Agreement; and (h) the Trust Securities issued on the Issuance Date with respect to the Trust Series has been duly executed and delivered by the Delaware Trustee on behalf of the Trust.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity Property Trustee and as the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor Sponsor and the Securityholders that: (a) the Delaware Corporation Trustee is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of in the State of Delaware; (b) the Delaware Corporation Trustee meets the applicable eligibility requirements set forth in its separate corporate capacity and in its capacity as the Delaware Trustee Section 8.7, has full corporate power, authority and legal right to execute execute, deliver and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of the Delaware Trustee, Trustee enforceable against each of it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Delaware Corporation Trustee and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter or by-lawslaws of the Delaware Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the corporate, banking, trust or corporate general powers the Delaware Corporation in its capacity as of the Delaware Trustee or in its separate corporate capacity, or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee; (e) neither the authorization, execution, execution or delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, Agreement nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal or Delaware Federal law governing the banking, or trust or corporate powers of the Delaware TrusteeTrustee or under the laws of the State of Delaware; and (f) There there are no proceedings pending or or, to the best of the Delaware Trustee's knowledge, threatened against the Delaware Corporation or affecting the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Delaware Trustee. The Delaware Corporation in its separate corporate capacity and as the Delaware Trustee, on behalf of and as to itself, [_______] hereby represents and warrants for the benefit of to the Depositor and the Securityholders Securities Administrator, as of the Closing Date, that: (a) the Delaware Corporation [_______] is a corporation [_______] duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Corporation in its separate corporate capacity and in its capacity as the Delaware Trustee . It has full corporate powerpower and authority to execute, authority deliver and legal right to execute and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and Agreement. (b) [_______] has taken all necessary action to authorize authorized the execution, delivery and performance by it of this Trust Agreement;, and this Trust Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Trust Agreement on its behalf. (c) None of the execution or the delivery by it of this Trust Agreement has been duly authorizedAgreement, executed and delivered the consummation by it of the Delaware Trustee and constitutes transactions contemplated hereby, or compliance by it with any of the valid and legally binding agreement terms or provisions hereof will (x) to the best of the Delaware Trustee’s actual knowledge, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to contravene any federal or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Delaware Corporation in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Delaware Corporation in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Delaware Corporation and such execution, delivery and performance will not (i) violate the Delaware Corporation's charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the State of Delaware governing the banking or trust powers of [_______] or corporate powers any judgment or order binding on it, which contravention in the Delaware Corporation Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely its ability to perform its obligations hereunder or (y) constitute any default under its charter documents or bylaws or result in its capacity as the Delaware Trustee or in its separate corporate capacity, or a material breach of any indenture, mortgage, bank credit agreementcontract, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which it is a party or by which any order, judgment or decree applicable to the Delaware Corporation or the Delaware Trustee;of its properties may be bound. (ed) neither The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, execution, delivery or performance by the Delaware Corporation or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Delaware Corporation or the Delaware Trustee contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filingfiling or registration with, the registration, or the qualification with or the taking of any other action with respect to to, any governmental authority or agency under any existing federal agency. (e) This Trust Agreement, assuming due authorization, execution and delivery by the respective other parties thereto, constitutes a valid, legal and binding obligation of [_______], enforceable against it in accordance with the terms hereof and thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or Delaware law governing the trust or corporate powers of the Delaware Trustee; andat law. (f) There are no proceedings pending To the best of its actual knowledge, [_______] is not in default with respect to any order or threatened against the Delaware Corporation or the Delaware Trustee in decree of any court or before any order, regulation or demand of any federal, state, municipal or governmental authorityagency, agency which default might have consequences that would materially and adversely affect its financial condition or arbitration board its performance hereunder. (g) No litigation is pending, or tribunal whichto the best of [_______]’s actual knowledge threatened, individually against [_______] which would prohibit its entering into this Trust Agreement or in the aggregate, would have a material adverse effect on the right, power and authority of the Delaware Corporation or the Delaware Trustee to enter into or perform performing its obligations under this Trust Agreement.