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

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association duly organized, validly existing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documentsauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national New York banking association corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documentsauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Issuer, Noteholders and Noteholders the Hedge Counterparties shall rely: (a) the Indenture Trustee is a national banking association duly organized, organized and validly existing under the laws Laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law Law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws bylaws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate Collateral pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documentsauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Servicer, the Depositor and warranties on which the Issuing Entity and Noteholders shall relyInsurer, as of the Closing Date, that: (ai) the The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction United States. (ii) The execution and delivery of this Agreement by the Indenture Trustee, and the performance and compliance with the terms of this Agreement by the Indenture Trustee, will not violate the Indenture Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its formation;assets. (biii) the The Indenture Trustee has the full powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize has duly authorized the execution, delivery and performance by it of this Indenture; (c) the executionAgreement, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Indenture Trustee Servicer and the Depositor, constitutes the legala valid, valid legal and binding agreement obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Indenture Trustee is not in violation of, and its termsexecution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Indenture Trustee to perform its obligations under this Agreement or the financial condition of the Indenture Trustee. (vi) No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee which would prohibit the Indenture Trustee from entering into this Agreement or, in the Indenture Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Indenture Trustee to perform its obligations under this Agreement or the financial condition of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Issuer and Noteholders shall rely: (a) the Indenture Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s 's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documents; andauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.; and

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (a) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (b) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee Each of this Indenture (i) shall not violate any provision of any law or regulation governing Indenture, and the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (d) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (e) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (f) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which Issuer as of the Issuing Entity and Noteholders shall relyClosing Date as follows: (a) the The Indenture Trustee is a national banking association duly organized, validly existing under the laws of the jurisdiction of and in good standing, with power and authority to own its formation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. 37 (2016-B Indenture) (b) the The Indenture Trustee has full power, the corporate power and authority to execute and legal right to execute, deliver, and perform deliver this Indenture and shall have taken all necessary action to authorize carry out its terms and the execution, delivery and performance by it of this Indenture;Indenture has been duly authorized by the Indenture Trustee by all necessary corporate action. (c) the execution, delivery and performance by the The Indenture Trustee of has duly executed and delivered this Indenture, and this Indenture (i) shall not violate any provision of any law or regulation governing the banking constitutes a legal, valid and trust powers binding obligation of the Indenture Trustee Trustee, enforceable against the Indenture Trustee, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally or by general equitable principles. (d) The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any order, writ, judgment or decree breach of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee terms and (iii) shall not violate any provision provisions of, or constitute, constitute (with or without notice or lapse of time, ) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any lien on Lien upon any of its properties included in the Trust Estate pursuant to the provisions terms of any mortgage, such indenture, contract, agreement or other undertaking instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties (i) asserting the invalidity of this Indenture or any other Basic Document to which it the Indenture Trustee is a party, which violation, default or lien could reasonably be expected (ii) seeking to have a materially adverse effect on prevent the Indenture Trustee’s performance or ability to perform its duties under consummation of any of the transactions contemplated by this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required other Basic Document to be obtained that has not been obtained by which the Indenture Trustee in connection with is a party or (iii) seeking any determination or ruling that might materially and adversely affect the execution, delivery or performance by the Indenture Trustee of its obligations under, or the Basic Documents; and (e) validity or enforceability of, this Indenture has been duly executed and delivered by or any other Basic Document to which the Indenture Trustee and constitutes is a party. (f) The Indenture Trustee satisfies the legal, valid and binding agreement of the Indenture Trustee, enforceable eligibility criteria set forth in accordance with its termsthis Indenture.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association corporation, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;New York and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee's knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee's knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Issuer and Noteholders shall rely: (a) the Indenture Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documents; andauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.; and

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Issuer and warranties on which the Issuing Entity and Noteholders shall relyto each Issuer Secured Party as follows: (a) the The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;United States. (b) The execution and delivery of this Indenture by the Indenture Trustee, and the performance and compliance with the terms of this Indenture by the Indenture Trustee, will not violate the Indenture Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (c) The Indenture Trustee has the full powerpower and authority to enter into and consummate all transactions contemplated by this Indenture, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize has duly authorized the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking has duly executed and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in delivered this Indenture;. (d) no consentThis Indenture, licenseassuming due authorization, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained execution and delivery by the Indenture Trustee in connection with the executionIssuer, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legala valid, valid legal and binding agreement obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Indenture Trustee is not in violation of, and its termsexecution and delivery of this Indenture and its performance and compliance with the terms of this Indenture will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Indenture Trustee to perform its obligations under this Indenture or the financial condition of the Indenture Trustee. (f) No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee which would prohibit the Indenture Trustee from entering into this Indenture or, in the Indenture Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Indenture Trustee to perform its obligations under this Indenture or the financial condition of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association [___] duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documentsauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee. 28307633.2

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. 20510355.11 (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Servicer, the Issuer, the Backup Servicer and warranties on which the Issuing Entity and Noteholders shall relyas of the Closing Date, the following: (a) the a. The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction United States. b. The execution and delivery of its formation;this Indenture and the other Transaction Documents to which the Indenture Trustee is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee, will not violate the Indenture Trustee's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (b) c. Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power, power and authority to carry on its business as now being conducted and legal right to execute, deliver, enter into and perform consummate all transactions contemplated by this Indenture and shall have taken all necessary action to authorize the other Transaction Documents, has duly authorized the execution, delivery and performance by it of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party. d. This Indenture;, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and the rights of creditors of banks and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (c) e. The Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. f. No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee that, if determined adversely to the Indenture Trustee, would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in the Indenture Trustee's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. g. Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of compliance by the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to with the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Transaction Documents to which it is a party, which violation, default party or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on consummation of the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that by the Transaction Documents has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its termsis effective.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Rating Agency and warranties on which the Issuing Entity and Noteholders shall relythat as of the Closing Date: (a) the The Indenture Trustee has been duly organized and is validly existing as a national banking association duly organized, validly existing under the laws of the jurisdiction of its formationassociation; (b) the The Indenture Trustee has full power, power and authority and legal right to execute, deliver, deliver and perform its obligations under this Indenture and shall have each other Transaction Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery Indenture and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or each other undertaking Transaction Document to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (dc) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency This Indenture and each other Transaction Document to which it is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has a party have been duly executed and delivered by the Indenture Trustee and constitutes constitute the legal, valid valid, and binding agreement obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, liquidation, moratorium, fraudulent conveyance, or similar laws affecting creditors' or creditors of banks' rights and/or remedies generally or by general principles of equity (regardless of whether such enforcement is sought in a Proceeding in equity or at law); KL2 3395391.6 (d) The execution, delivery and performance of this Indenture and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee or such of its termsproperty which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; (e) The execution, delivery and performance of this Indenture and each other Transaction Document to which it is a party by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and (f) No Proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Indenture Trustee's knowledge, threatened against or contemplated by the Indenture Trustee which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Indenture or any other Transaction Document to which it is a party by or against the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Entity[, the Grantor Trust] and Noteholders shall rely: (a) the Indenture Trustee is a national banking association [ ] duly organized, validly existing [and in good standing] under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association [ ] [ ] duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documentsauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Issuer, the Noteholders and Noteholders the Hedge Counterparties shall rely: (a) the Indenture Trustee is a national banking association duly organized, organized and validly existing under the laws Laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law Law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate Collateral pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s 's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Servicer, the Issuer, the Backup Servicer and warranties on which the Issuing Entity and Noteholders shall relyas of the Closing Date, the following: (a) the The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee, will not violate the Indenture Trustee's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any material agreement or other material instrument to which it is a party or by which it is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power, power and authority to carry on its business as now being conducted and legal right to execute, deliver, enter into and perform consummate all transactions contemplated by this Indenture and shall have taken all necessary action to authorize the other Transaction Documents, has duly authorized the execution, delivery and performance by it of this Indenture;Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party. (cd) This Indenture, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and the rights of creditors of banks and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustees good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee that, if determined adversely to the Indenture Trustee, would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in the Indenture Trustee's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of compliance by the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to with the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Transaction Documents to which it is a party, which violation, default party or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on consummation of the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that by the Transaction Documents has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its termsis effective.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national New York banking association corporation, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee's knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Rating Agencies, the Note Insurer and warranties on which the Issuing Entity Noteholders that as of the Closing Date and Noteholders shall relyeach Funding Date: (a) the The Indenture Trustee has been duly organized and is validly existing as a national banking association duly organized, validly existing under the laws of the jurisdiction of its formationUnited States; (b) the The Indenture Trustee has full power, power and authority and legal right to execute, deliver, deliver and perform its obligations under this Indenture and shall have has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this This Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid valid, and binding agreement obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms., except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, liquidation, moratorium, fraudulent conveyance, or similar laws affecting creditors' or creditors of banks' rights and/or remedies generally or by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) The execution, delivery and performance of this Indenture by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency binding on the Indenture Trustee or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; (e) The execution, delivery and performance of this Indenture by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Indenture Trustee's knowledge, threatened against or contemplated by the Indenture Trustee which would have a reasonable likelihood of having an

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Servicer, the Issuer, the Backup Servicer and warranties on which the Issuing Entity and Noteholders shall relyas of the Closing Date, the following: (a) the a. The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction United States. b. The execution and delivery of its formation;this Indenture and the other Transaction Documents to which the Indenture Trustee is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee, will not violate the Indenture Trustee's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (b) c. Except to the extent that the laws of certain jurisdictions in which any part of the Collateral may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power, power and authority to carry on its business as now being conducted and legal right to execute, deliver, enter into and perform consummate all transactions contemplated by this Indenture and shall have taken all necessary action to authorize the other Transaction Documents, has duly authorized the execution, delivery and performance by it of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party. d. This Indenture;, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and the rights of creditors of banks and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (c) e. The Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. f. No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee that, if determined adversely to the Indenture Trustee, would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in the Indenture Trustee's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. g. Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of compliance by the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to with the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Transaction Documents to which it is a party, which violation, default party or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on consummation of the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that by the Transaction Documents has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its termsis effective.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental 21345541.5 agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Master Servicer and warranties on which the Issuing Entity Issuer for the benefit of the Securityholders, as of the Cut-Off Date, __________, ___, the Closing Date (and Noteholders shall relyany Deposit Date), that: (ai) the The Indenture Trustee is a national banking association duly organized, validly existing in good standing under the laws of the jurisdiction of its formation----------------------------------------; (bii) the The Indenture Trustee has full power, authority and legal right to execute, deliverexecute and deliver this Servicing Agreement and to perform its obligations under this Servicing Agreement, and perform this Indenture and shall have has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;Servicing Agreement; and (ciii) The execution and delivery by the execution, delivery Indenture Trustee of this Servicing Agreement and the performance by the Indenture Trustee of its obligations under this Indenture (i) shall Servicing Agreement will not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, arbitrator or governmental authority or agency applicable to the Indenture Trustee or any of its assets. Such execution, (ii) shall delivery, authentication and performance will not violate any provision of require the corporate charter authorization, consent or by-laws of the Indenture Trustee and (iii) shall not violate any provision approval of, or constitutethe giving of notice to, 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 Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, or the taking of any other action with respect to, any governmental authority, bureau authority or agency is required regulating the activities of national banking associations. Such execution, delivery, authentication and performance will not conflict with, or result in a breach or violation of, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to be obtained that has not been obtained by which the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its termsis bound.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any 22670589.4 approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyAuction Agent that: (a) the Indenture Trustee is a national banking association duly organized, validly existing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture It (i) shall not violate any provision of any law or regulation governing the has been duly incorporated and is validly existing and in good standing as a New York banking corporation and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of has all necessary authority, approvals, consents (whether from the corporate charter Issuer or by-laws of the Indenture Trustee otherwise) to enter into and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties obligations under this Indenture or on the transactions contemplated in Agreement; this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee and constitutes the legal, valid valid, binding and binding agreement enforceable obligation of the Indenture Trustee, enforceable except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity and the exercise of judicial discretion; (b) Neither the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with, violate or result in accordance with a breach of, the terms, conditions or provisions of, or constitute a default under, any law or regulation, any order or decree of any court or public authority having jurisdiction over the Indenture Trustee, or any mortgage, indenture, contract, agreement or undertaking to which the Indenture Trustee is party or by which it is bound, or the organizational documents pursuant to which the Indenture Trustee has been created and under which it is operating; and (c) All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the Indenture Trustee which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Indenture Trustee of its termsobligations under this Agreement have been obtained.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations and warranties on which the Issuing Entity and Noteholders shall relyIssuer as follows: (ai) the The Indenture Trustee is a national banking association association, duly organized, organized and validly existing under the laws of the jurisdiction of its formation;United States and is authorized and licensed to conduct and engage in a banking and trust business under such laws. (bii) the The Indenture Trustee has full corporate power, authority authority, and legal right to execute, deliver, and perform this Indenture Indenture, and shall have has taken all necessary action to authorize 23919155.5 the execution, delivery delivery, and performance by it of this Indenture;Indenture and the other Basic Documents to which it is a party. (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision ofEach of this Indenture, or constitute, with or without notice or lapse of time, a default under, or result in and the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Basic Documents to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee Trustee. (iv) Each of this Indenture, and constitutes the other Basic Documents to which it is a party, is a legal, valid and binding agreement obligation of the Indenture Trustee, Trustee enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (v) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee will not constitute a violation, to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture or under any other Basic Document to which it is a party. (vi) The execution, delivery and performance of this Indenture, and each other Basic Document to which it is a party, by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity and Noteholders shall rely: (a) the Indenture Trustee is a national banking association [___] duly organized, validly existing [and in good standing] under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to the following representations Owner Participant, the Owner Trustee and warranties on which the Issuing Entity and Noteholders shall relyLessee that, as of the date hereof: (a) the Indenture Trustee is a national banking association ____________________________ duly organized, organized and validly existing and in good standing under the laws of _____________________________ and has the jurisdiction of its formation; (b) the Indenture Trustee has full corporate power, authority and legal right under the laws of _________________ pertaining to its banking, trust and fiduciary powers to execute, deliver, deliver and perform this carry out the terms of each of the Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this IndentureTrustee Agreements; (cb) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers each of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to Agreements have been duly authorized by the Indenture Trustee or any of its assets, (ii) shall and will not violate any provision applicable law or its articles of the corporate charter association or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any indenture, mortgage, indenture, contract, agreement contract or other undertaking agreement to which it is a partyparty or by which it is bound; (c) this Agreement has been duly executed and delivered and constitutes, which violationand the other Indenture Trustee Agreements, default when executed and delivered, will constitute its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or lien could reasonably be expected to have a materially adverse effect on similar laws affecting the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenturerights of creditors generally and by general principles of equity; (d) there are no consentproceedings pending or, licenseto the knowledge of the Indenture Trustee, approval threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by affecting the Indenture Trustee in connection with or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery or and performance by the Indenture Trustee of the Basic DocumentsIndenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (eg) this Indenture has been duly executed and delivered by neither the Indenture Trustee and constitutes the legalTrustee, valid and binding agreement nor any Person authorized to act on behalf of the Indenture Trustee, enforceable has directly or indirectly offered any interest in accordance the Trust Estate or the Equipment Notes or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with its termsrespect to any of the same with, any Person other than the Pass Through Trustee, the Underwriters and the initial purchasers of the Pass Through Certificates.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes represents and warrants to each Trust, the following representations Master Servicer and warranties on which the Issuing Entity and Noteholders shall relyDepositor, as of the Closing Date, that: (a) the The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;United States. (b) The execution and delivery of this Agreement by the Indenture Trustee, and the performance and compliance with the terms of this Agreement by the Indenture Trustee, will not violate the Indenture Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (c) The Indenture Trustee has the full powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize has duly authorized the execution, delivery and performance by it of this Indenture; (c) the executionAgreement, delivery and performance by the Indenture Trustee of has duly executed and delivered this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;Agreement. (d) no consentThis Agreement, licenseassuming due authorization, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained execution and delivery by the Indenture Trustee in connection with Master Servicer and the executionDepositor, delivery or performance by the Indenture Trustee of the Basic Documents; and (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legala valid, valid legal and binding agreement obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Indenture Trustee is not in violation of, and its termsexecution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Indenture Trustee to perform its obligations under this Agreement or the financial condition of the Indenture Trustee. (f) No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee which would prohibit the 108 Indenture Trustee from entering into this Agreement or, in the Indenture Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Indenture Trustee to perform its obligations under this Agreement or the financial condition of the Indenture Trustee.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Issuer and Noteholders shall rely: (a) the Indenture Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s 's performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documents; andauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms; and (f) the Indenture Trustee certifies that (a) its principal place of business is outside the State of Florida, and it has no place of business or assets in the State of Florida; (b) its usual place of business, where books and records pertaining to the Indenture will be kept, is outside the State of Florida; (c) it is not licensed, and is not qualified, to do business within the State of Florida; (d) it will exercise all management and control over the Trust Assets and over the Trust outside the State of Florida; (e) it has no employees employed within the State of Florida; and (f) it is not organized under the laws of the State of Florida. The Indenture Trustee will certify the above by September 30 each year this Indenture is in effect by providing an officer's certificate in the form of Exhibit B attached hereto, executed by a Responsible Officer. Additionally, the Indenture Trustee certifies and agrees that it will promptly notify the Issuer and the Owner Trustee if any of the above changes.

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuing Entity Issuer and Noteholders shall rely: (a) the Indenture Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the Indenture Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; (d) no consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or and performance by the Indenture Trustee of this Indenture shall not require the Basic Documents; andauthorization, consent approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.; and