Common use of Representations and Warranties of the Securities Administrator Clause in Contracts

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the execution and delivery by it of the Trust Agreement, consummation of the transactions therein contemplated, or compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof,; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the execution and delivery by it of the Trust Agreement, consummation of the transactions therein contemplated, or compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association New York corporation and has been duly organized, and is validly existing in good standing under the laws of the United States state of New York with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association New York corporation and has been duly organized, and is validly existing in good standing under the laws of the United States state of New York with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof,; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer Depositor and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States U.S. with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof,; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof,; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the execution and delivery by it of the Trust Agreement, consummation of the transactions therein contemplated, or compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (Ai) with respect to any of the transactions contemplated by the Trust Agreement or (Bii) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof,; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer Depositor and the Trustee that as follows, as of the Closing Date or as of such other date specifically provided hereinhereof: (ai) It The Securities Administrator is a national banking association and has been duly organized, organized corporation and is validly existing and in good standing under the laws of the United States with jurisdiction of its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Securities Administrator. (ii) The Securities Administrator has the full corporate power and authority (corporate and other) to execute, deliver and perform, and to enter into and perform its obligations under consummate the Trust transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Securities Administrator the execution, delivery and performance of this Agreement; (b) The Trust Agreement has been duly executed ; and delivered by it, andthis Agreement, assuming the due authorization, execution and delivery hereof by the Depositorother parties hereto, constitutes a legal, valid and binding agreement obligation of such entitythe Securities Administrator, enforceable against it the Securities Administrator in accordance with its terms, subject to except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or receivership and other similar laws affecting relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity regardless of whether enforcement is sought in a the court before which any proceeding in equity or at law;therefor may be brought. (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (diii) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none the Securities Administrator, the consummation of the execution and delivery by it of the Trust Agreement, consummation any other of the transactions therein contemplatedcontemplated by this Agreement, and the fulfillment of or compliance by it with the provisions thereofterms hereof are in the ordinary course of business of the Securities Administrator and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Securities Administrator or (B) materially conflict with, will conflict with result in a material breach, violation or acceleration of, or result in a breach of, or constitute a material default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions terms of any indenture, mortgage, deed of trust, contract other material agreement or other instrument to which it the Securities Administrator is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Securities Administrator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Securities Administrator; and the Securities Administrator is bound; andnot in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Securities Administrator's ability to perform or meet any of its obligations under this Agreement. (eiv) There are no actions, suits or proceedings No litigation is pending or, to its the best of the Securities Administrator's knowledge, threatened threatened, against the Securities Administrator that would materially and adversely affect the execution, delivery or asserted against itenforceability of this Agreement or the ability of the Securities Administrator to perform any of its other obligations under this Agreement in accordance with the terms hereof. (v) No consent, before approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by any courtthe Securities Administrator of, administrative agencyor compliance by the Securities Administrator with, arbitrator this Agreement or government body (A) with respect to any the consummation of the transactions contemplated by hereby, or if any such consent, approval, authorization or order is required, the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under Securities Administrator has obtained the Trust Agreementsame.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the execution and delivery by it of the Trust Agreement, consummation of the transactions therein contemplated, or compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the [Delaware] Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the execution and delivery by it of the Trust Agreement, consummation of the transactions therein contemplated, or compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national New York banking association corporation and has been duly organized, and is validly existing in good standing under the laws of the United States state of New York with full power and authority (corporate and other) to enter into and perform its obligations under the Trust this Agreement; (b) The Trust This Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust this Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) and There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust this Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust this Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national New York banking association corporation and has been duly organized, and is validly existing in good standing under the laws of the United States state of New York with full power and authority (corporate and other) to enter into and perform its obligations under the Trust this Agreement; (b) The Trust This Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of neither the execution and delivery by it of the Trust this Agreement, nor consummation of the transactions therein contemplated, or nor compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust this Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust this Agreement.

Representations and Warranties of the Securities Administrator. The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Servicer and the Trustee that as of the Closing Date or as of such other date specifically provided herein: (a) It is a national banking association and has been duly organized, and is validly existing in good standing under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (b) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof, (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the execution and delivery by it of the Trust Agreement, consummation of the transactions therein contemplated, or compliance by it with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of its articles of organization or by-laws or any law, governmental rule or regulation or any judgment, decree or order binding on it to its knowledge or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound; and (e) There are no actions, suits or proceedings pending or, to its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or government body (A) with respect to any of the transactions contemplated by the Trust Agreement or (B) with respect to any other matter which in its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its ability to perform its obligations under the Trust Agreement.