Common use of Representations and Warranties of Transferor Clause in Contracts

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

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

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company duly organized and validly existing as a corporation in good standing under the laws of the State of Nebraska and has full corporate Delaware, with power and authority to own its properties and to conduct its business as such properties are presently currently owned and such business is presently conducted, and to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to perform its obligations as contemplated thereby. (b) The Transferor is duly qualified to do business and is as a foreign corporation in good standing (or is exempt from such requirement) in any State required in order to conduct its businessstanding, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction all jurisdictions in which the failure to so qualify or to obtain such licenses and approvals license or approval would have a material adverse effect on its ability to perform its obligations under render any Receivable unenforceable that would otherwise be enforceable by the Transaction Documents to which it is a partyTransferor, the Servicer or the Owner Trustee. (c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Transferor has full power and authority to assign the property to be assigned to and deposited with the Trust pursuant and the Transferor shall have duly authorized such assignment and deposit to Section 2.05 the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and Section 2.01 of has been duly authorized by the Transfer and Servicing AgreementTransferor by all necessary corporate action. (d) The execution and delivery of the Transaction Documents to which Transferor is a party, the performance consummation of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or bothtime) a material default under, the certificate of incorporation or by-laws of the Transferor, or any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties are bound pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Basic Documents); nor violate any law or, to the best of such indenturesthe Transferor's knowledge, contractsany order, agreementsrule or regulation applicable to the Transferor of any court, mortgagesfederal or state regulatory body, deeds of trust administrative agency or other instruments which, individually governmental instrumentality having jurisdiction over the Transferor or in the aggregate, would not have a material adverse effect on Transferor’s ability to perform its obligations under this Agreement)properties. (e) There are no proceedings or investigations pending pending, or, to the best knowledge of the Transferor's knowledge, threatened, against Transferor before any court, federal or state regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties which (i) asserting assert the invalidity of this Agreement or any of the Transaction Documents to which Transferor is a partyBasic Documents, (ii) seeking seek to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents to which Transferor is a partyBasic Documents, or (iii) seeking seek any determination or ruling that, in the reasonable judgment of Transferor, would that might materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which Transferor is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, this Agreement or any of the Transaction Documents to which Transferor is a partyBasic Documents. (f) This Agreement is legal, valid and enforceable against Transferor.

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company Delaware corporation duly organized and validly existing in good standing under the laws of the State of Nebraska Delaware and has full corporate power and authority to own its properties and to conduct its business as such properties are presently currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Agreement, the other Transaction Documents and any other document related hereto or thereto to which it is a party and to perform its obligations as contemplated hereby and thereby. (b) The Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) in any State state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Transferor, in each jurisdiction in which where failure to so qualify or to obtain such licenses and approvals would have a material adverse effect Significant Adverse Effect on its ability to perform its obligations under the Transaction Documents this Agreement or any other document related hereto to which it the Transferor is a party. (c) The execution and delivery of the Transaction Documents to which Transferor is a party this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Transferor is a party have been duly authorized by the Transferor by all necessary limited liability company corporate action on its part. part and each of this Agreement and the other Transaction Documents to which the Transferor is a party will remain, from the time of its execution, an official record of the Transferor; the Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust Issuer pursuant to Section 2.05 of this Agreement and Section 2.01 of the Transfer and Servicing Agreement. (d) The execution and delivery of the Transaction Documents to which Transferor is a partythis Agreement, the performance of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Transferor is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect Significant Adverse Effect on the Transferor’s 's ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the best knowledge of the Transferor, threatened, proceedings threatened or investigations pending or threatened against the Transferor before or by any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Transferor (i) asserting the invalidity of any of the Transaction Documents to which the Transferor is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents to which the Transferor is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which the Transferor is a party, party or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Transferor is a party. (fg) This Agreement and the other Transaction Documents to which the Transferor is a party constitute the legal, valid and binding obligation of the Transferor, enforceable against Transferorit in accordance with the terms hereof or thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

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

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

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Nebraska and has full corporate Nevada, with power and authority to own its properties and to conduct its business as such properties are presently currently owned and such business is presently conducted, conducted and to execute, deliver and perform its obligations under the Transaction Documents this Agreement and any other documents related hereto to which it is a party and to perform its obligations as contemplated hereby and thereby. (b) The Transferor is duly qualified to do business and is as a foreign corporation in good standing (or is exempt from such requirement) in any State required in order to conduct its business), and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction all jurisdictions in which the failure to so qualify or to obtain such licenses and or approvals would have a material adverse effect on its ability to perform its obligations under the Transaction Documents this Agreement or any other document related hereto to which it the Transferor is a party. (c) The execution Transferor has the power and delivery of authority to execute and deliver this Agreement and the other Transaction Documents to which the Transferor is a party and to carry out the consummation terms of the transactions provided for in same; the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has the full power and authority to assign the property to be assigned to and deposited with the Trust pursuant and the Transferor shall have duly authorized such assignment and deposit to Section 2.05 the Trust by all necessary action; and the execution, delivery and performance of this Agreement and Section 2.01 of by the Transfer and Servicing AgreementTransferor has been duly authorized by the Transferor by all necessary action. (d) The execution and delivery by the Transferor of this Agreement and the Transaction Documents to which consummation by the Transferor is a party, the performance of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment by the Transferor of the terms hereof and thereof will do not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, the articles of incorporation or by-laws of the Transferor, or any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties are bound pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Transaction Documents); nor violate any law or, to the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of such indenturesany court, contractsfederal or state regulatory body, agreements, mortgages, deeds of trust administrative agency or other instruments which, individually governmental instrumentality having jurisdiction over the Transferor or in the aggregate, would not have a material adverse effect on Transferor’s ability to perform its obligations under this Agreement)properties. (e) There are no proceedings or investigations pending pending, or, to the best knowledge of Transferor’s knowledge, threatened, against the Transferor before any court, federal or state regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties which (i) asserting assert the invalidity of this Agreement or any of the Transaction Documents to which Transferor is a partyDocuments, (ii) seeking seek to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents to which Transferor is a partyDocuments, or (iii) seeking seek any determination or ruling that, in the reasonable judgment of Transferor, would that might materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which Transferor is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, this Agreement or any of the Transaction Documents to which Transferor is a partyDocuments. (f) This Agreement is legal, valid and enforceable against Transferor.

Representations and Warranties of Transferor. Transferor hereby represents and warrants to Owner Trustee (as such or in its individual capacity) that: (a) Transferor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Nebraska Delaware and has full corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to perform its obligations as contemplated thereby. (b) Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) in any State required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform its obligations under the Transaction Documents to which it is a party. (c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust pursuant to Section 2.05 2.5 of this Agreement and Section 2.01 2.1 of the Transfer and Servicing Agreement. (d) The execution and delivery of the Transaction Documents to which Transferor is a party, the performance of the transactions contemplated by the Transaction Documents to which Transferor is a party and the fulfillment of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Transferor is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on Transferor’s 's ability to perform its obligations under this Agreement). (e) There are no proceedings or investigations pending or, to the best knowledge of Transferor, threatened, against Transferor before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Transferor (i) asserting the invalidity of any of the Transaction Documents to which Transferor is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents to which Transferor is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of Transferor, would materially and adversely affect the performance by Transferor of its obligations under the Transaction Documents to which Transferor is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which Transferor is a party. (f) This Agreement is legal, valid and enforceable against Transferor.

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

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

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

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

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Nebraska Delaware, with power, authority and has full corporate power and authority legal right to own its properties and to conduct its business as such properties are presently currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to executeacquire, deliver own and perform its obligations under sell the Transaction Documents to which it is a party and to perform its obligations as contemplated therebyReceivables. (b) The Transferor is duly qualified to do business as a limited liability company and is in good standing (or is exempt from such requirement) in any State required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform materially and adversely affect the performance by the Transferor of its obligations under under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which it is a party, the Receivables, the Notes or the Certificates. (c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has (i) the power and authority to assign execute and deliver this Agreement and to carry out its terms, (ii) the property power and authority to be assigned transfer the Owner Trust Estate to and deposited deposit the same with the Trust, (iii) duly authorized such transfer and deposit to the Trust pursuant to Section 2.05 by all necessary action and (iv) duly authorized the execution, delivery and performance of this Agreement and Section 2.01 of the Transfer and Servicing Agreementby all necessary action. (d) The execution This Agreement and delivery of the other Transaction Documents to which it is a party, each constitute a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Transferor of this Agreement and the other Transaction Documents to which the Transferor is a party, the performance consummation of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferor, or conflict with or violate any of the material terms and or provisions of, or constitute (with or without notice or lapse of time or bothtime) a material default under, any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties are bound pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Transaction Documents); nor violate any law or, to the best of such indenturesthe Transferor's knowledge, contractsany order, agreementsrule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, mortgages, deeds of trust administrative agency or other instruments whichgovernmental instrumentality having jurisdiction over the Transferor or its properties; which breach, individually default, conflict, Lien or in the aggregate, violation would not have a material adverse effect on the earnings, business affairs or business prospects of the Transferor’s ability to perform its obligations under this Agreement). (ef) There are no proceedings or investigations pending or, to the best knowledge of Transferor's knowledge, threatened, against Transferor before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or Certificates or the consummation of any of the transactions contemplated by this Agreement and any of the other Transaction Documents to which Transferor is a party, or (iii) seeking any determination or ruling that, in the reasonable judgment of Transferor, would that might materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which Transferor is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Receivables, the Notes or the Certificates. (f) This Agreement is legal, valid and enforceable against Transferor.

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company partnership duly organized and validly existing in good standing under the laws of the State of Nebraska Pennsylvania, with power, authority and has full corporate power and authority legal right to own its properties and to conduct its business as such properties are presently currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to executeacquire, deliver own and perform its obligations under sell the Transaction Documents to which it is a party and to perform its obligations as contemplated therebyReceivables. (b) The Transferor is duly qualified to do business as a limited partnership and is in good standing (or is exempt from such requirement) in any State required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform materially and adversely affect the performance by the Transferor of its obligations under under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which it is a party, the Receivables, the Notes or the Certificates. (c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has (i) the power and authority to assign execute and deliver this Agreement and to carry out its terms, (ii) the property power and authority to be assigned transfer the Trust Estate to and deposited deposit the same with the Trust, (iii) duly authorized such transfer and deposit to the Trust pursuant to Section 2.05 by all necessary action and (iv) duly authorized the execution, delivery and performance of this Agreement and Section 2.01 of the Transfer and Servicing Agreementby all necessary action. (d) The execution This Agreement and delivery of the other Transaction Documents to which it is a party, each constitute a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Transferor of this Agreement and the other Transaction Documents to which the Transferor is a party, the performance consummation of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited partnership agreement of the Transferor, or conflict with or violate any of the material terms and or provisions of, or constitute (with or without notice or lapse of time or bothtime) a material default under, any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties are bound pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Transaction Documents); nor violate any law or, to the best of such indenturesthe Transferor's knowledge, contractsany order, agreementsrule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, mortgages, deeds of trust administrative agency or other instruments whichgovernmental instrumentality having jurisdiction over the Transferor or its properties; which breach, individually default, conflict, Lien or in the aggregate, violation would not have a material adverse effect on the earnings, business affairs or business prospects of the Transferor’s ability to perform its obligations under this Agreement). (ef) There are no proceedings or investigations pending or, to the best knowledge of Transferor's knowledge, threatened, against Transferor before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or Certificates or the consummation of any of the transactions contemplated by this Agreement and any of the other Transaction Documents to which Transferor is a party, or (iii) seeking any determination or ruling that, in the reasonable judgment of Transferor, would that might materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which Transferor is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Receivables, the Notes or the Certificates. (f) This Agreement is legal, valid and enforceable against Transferor.

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Nebraska Delaware, with power, authority and has full corporate power and authority legal right to own its properties and to conduct its business as such properties are presently currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to executeacquire, deliver own and perform its obligations under sell the Transaction Documents to which it is a party and to perform its obligations as contemplated therebyReceivables. (b) The Transferor is duly qualified to do business as a limited liability company and is in good standing (or is exempt from such requirement) in any State required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform materially and adversely affect the performance by the Transferor of its obligations under under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which it is a party, the Receivables, the Notes or the Certificates. (c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has (i) the power and authority to assign execute and deliver this Agreement and to carry out its terms, (ii) the property power and authority to be assigned transfer the Owner Trust Assets to and deposited deposit the same with the Trust, (iii) duly authorized such transfer and deposit to the Trust pursuant to Section 2.05 by all necessary action and (iv) duly authorized the execution, delivery and performance of this Agreement and Section 2.01 of the Transfer and Servicing Agreementby all necessary action. (d) The execution Each of this Agreement and delivery of the other Transaction Documents to which the Transferor is a party constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Transferor of this Agreement and the other Transaction Documents to which the Transferor is a party, the performance consummation of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferor, or conflict with or violate any of the material terms and or provisions of, or constitute (with or without notice or lapse of time or bothtime) a material default under, any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties are bound pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Transaction Documents); nor violate any law or, to the best of such indenturesthe Transferor’s knowledge, contractsany order, agreementsrule or regulation applicable to the Transferor of any court or of any federal or State regulatory body, mortgages, deeds of trust administrative agency or other instruments whichgovernmental instrumentality having jurisdiction over the Transferor or its properties; which breach, individually default, conflict, Lien or in the aggregate, violation would not have a material adverse effect on the earnings, business affairs or business prospects of the Transferor’s ability to perform its obligations under this Agreement). (ef) There are no proceedings or investigations pending or, to the best knowledge of Transferor’s knowledge, threatened, against Transferor before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which Transferor is a party, or (iii) seeking any determination or ruling that, in the reasonable judgment of Transferor, would that might materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which Transferor is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Receivables, the Notes or the Certificates. (f) This Agreement is legal, valid and enforceable against Transferor.

Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Transferor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Nebraska Delaware, with power, authority and has full corporate power and authority legal right to own its properties and to conduct its business as such properties are presently currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to executeacquire, deliver own and perform its obligations under sell the Transaction Documents to which it is a party and to perform its obligations as contemplated therebyReceivables. (b) The Transferor is duly qualified to do business as a limited liability company and is in good standing (or is exempt from such requirement) in any State required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform materially and adversely affect the performance by the Transferor of its obligations under under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which it is a party, the Receivables, the Notes or the Certificates. (c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has (i) the power and authority to assign execute and deliver this Agreement and to carry out its terms, (ii) the property power and authority to be assigned transfer the Owner Trust Assets to and deposited deposit the same with the Trust, (iii) duly authorized such transfer and deposit to the Trust pursuant to Section 2.05 by all necessary action and (iv) duly authorized the execution, delivery and performance of this Agreement and Section 2.01 of the Transfer and Servicing Agreementby all necessary action. (d) The execution Each of this Agreement and delivery of the other Transaction Documents to which it is a party constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Transferor of this Agreement and the other Transaction Documents to which the Transferor is a party, the performance consummation of the transactions contemplated by the Transaction Documents to which Transferor is a party this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with or violate any Requirements of Law applicable to Transferor, or conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferor, or conflict with or violate any of the material terms and or provisions of, or constitute (with or without notice or lapse of time or bothtime) a material default under, any indenture, contract, agreement, mortgage, deed of trust agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties are bound pursuant to the terms of any such indenture, agreement or other instrument (other than violations pursuant to the Transaction Documents); nor violate any law or, to the best of such indenturesthe Transferor's knowledge, contractsany order, agreementsrule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, mortgages, deeds of trust administrative agency or other instruments whichgovernmental instrumentality having jurisdiction over the Transferor or its properties; which breach, individually default, conflict, Lien or in the aggregate, violation would not have a material adverse effect on the earnings, business affairs or business prospects of the Transferor’s ability to perform its obligations under this Agreement). (ef) There are no proceedings or investigations pending or, to the best knowledge of Transferor's knowledge, threatened, against Transferor before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement and any of the other Transaction Documents to which Transferor is a party, or (iii) seeking any determination or ruling that, in the reasonable judgment of Transferor, would that might materially and adversely affect the performance by the Transferor of its obligations under the Transaction Documents to which Transferor is a partyunder, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, this Agreement, any of the other Transaction Documents to which Transferor is a partyDocuments, the Receivables, the Notes or the Certificates. (f) This Agreement is legal, valid and enforceable against Transferor.