Common use of Representations and Warranties of Trustee Clause in Contracts

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association organized and validly existing in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements (i) shall not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee; (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants thatthat as of the date hereof: (a) the The Trustee is a national banking association organized duly organized, validly existing, and validly existing in good standing under the Federal laws of the United StatesStates of America; (b) the The Trustee has full power, authority and legal right under the laws of the United States of America pertaining to its banking and trust powers to execute, deliver, and perform this Basic the Trust Agreement, the Trust SupplementsPromissory Notes, the CertificatesSecurity Agreements, any Intercreditor Agreement and the Note Purchase Agreements Agreement and all other Transaction Documents to be executed by the Trustee and to authenticate and deliver the Note and Residual Trust Certificates and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Basic the Trust Agreement, the Trust SupplementsPromissory Notes, the CertificatesSecurity Agreements, any Intercreditor Agreement and the Note Purchase AgreementsAgreement and all other Transaction Documents to be executed by the Trustee and to authenticate and deliver the Note and Residual Trust Certificates; (c) the The execution, delivery and performance by the Trustee of this Basic the Trust Agreement, the Trust SupplementsPromissory Notes, the CertificatesSecurity Agreements, any Intercreditor Agreement and the Note Purchase Agreements (i) shall not violate any provision of United States federal law or Agreement and all other Transaction Documents to be executed by the law Trustee and the authentication and delivery of the state Note and Residual Trust Certificates will not contravene any law, rule or regulation of any governmental authority or agency regulating the United States where it is located governing the Trustee’s banking and or trust powers of or any judgment or order applicable to or binding on the Trustee and will not contravene or result in any order, writ, judgmentbreach of, or decree of any courtconstitute a default under, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the Trustee’s articles of association or by-laws of or the Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any material indenture, mortgage, indenture, contract, agreement contract or other undertaking agreement to which it is a partyparty or by which it or any of its properties is bound; provided, which violationhowever, default that no representation or lien could reasonably warranty is made as to any approvals, consents and orders as may be expected to have an adverse effect on the Trustee's performance required under any Blue Sky, state or ability to perform its duties hereunder federal securities laws or thereunder or on the transactions contemplated herein or thereinregulations; (d) the The execution, delivery and performance by the Trustee of this Basic the Trust Agreement, the Trust SupplementsPromissory Notes, the CertificatesSecurity Agreements, any Intercreditor Agreement and the Note Purchase Agreements shall and all other Transaction Documents to be executed by the Trustee and the authentication and delivery of the Note and Residual Trust Certificates will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating and having jurisdiction over the banking and corporate or trust activities of the Trustee;, except (a) in each case as have been previously made, taken or obtained, (b) any approval, authorization, filing or other action which are necessary to perfect any security interests granted under the such documents, (c) filings which are necessary in order to release any liens, (d) consents, approvals, authorizations or filings as may be required to be obtained or made by any party (other than the Trustee) as a result of its involvement in the transactions contemplated by such documents, and (e) any approval, authorization, or filing or registration as may be required under any Blue Sky, state or federal securities laws or regulations; and (e) this Basic The Trust Agreement, the Trust SupplementsPromissory Notes, the CertificatesSecurity Agreements, any Intercreditor Agreement and the Note Purchase Agreements Agreement and all other Transaction Documents to be executed by the Trustee and the authentication and delivery of the Note and Residual Trust Certificates have been been, or shall be upon execution and delivery thereof will be, duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable subject to bankruptcy, insolvency, reorganization, moratorium or fraudulent conveyance and similar laws affecting the creditors’ rights of creditors generally generally, and (ii) general principles of equity; and equity (f) regardless of whether the statements made by it application of such principles is considered in a Statement of Eligibility on Form T-1 supplied proceeding in equity or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplementat law).

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national Delaware banking association corporation organized and validly existing existing, and in good standing under the Federal laws of the United StatesState of Delaware; (b) the Trustee has full corporate power, authority and legal right to execute, deliver, deliver and perform this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Delayed Funding Implementation Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Purchase Agreements Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Delayed Funding Implementation Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Purchase AgreementsDocuments to which it is a party; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Delayed Funding Implementation Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Purchase Agreements Documents to which it is a party (i) shall will not violate any provision of United States federal law or the law of the state State of the United States where it is located Delaware or governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator arbitrator, or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and or (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Delayed Funding Implementation Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Purchase Agreements shall Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of Delaware or the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesDelayed Funding Implementation Agreement, any Intercreditor the Escrow Agreement, the Note Purchase Agreement and the Note Purchase Agreements Documents to which it is a party have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it , regardless of whether applied in a Statement of Eligibility on Form T-1 supplied proceeding at equity or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplementat law.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national Delaware banking association corporation organized and validly existing in good standing under the Federal laws of the United StatesState of Delaware; (b) the Trustee has full power, authority and legal right to execute, deliver, deliver and perform this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase AgreementsAgreement; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents 58 52 and the Note Purchase Agreements Agreement (i) shall will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements shall Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State state of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements Agreement have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, provided however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee ----------------------------------------- hereby represents and warrants that: (a) the Trustee is a national banking association duly organized and validly existing in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the such Trust SupplementsSupplement, such Certificate, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements (i) shall not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the [2001-1 Pass Through Trust Agreement] Trustee; other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; (e) this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants warrants, on the Transfer Date, that: (a) the Trustee is a national Delaware banking association corporation organized and validly existing in good standing under the Federal laws of the United StatesState of Delaware; (b) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliverassume the obligations under, and perform perform, the Assignment and Assumption Agreement, this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase Agreements Documents and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase Agreements;Documents to which it is a party; 56 50 (c) the execution, delivery receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Basic Trust Supplement, the Intercreditor Agreement, the Trust Supplements, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase Agreements Documents (i) shall will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase Agreements shall Documents will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State state of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor The Assignment and Assumption Agreement and the Note Purchase Agreements have has been or shall be duly executed and delivered by the Trustee and constitute this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents have been, or upon such execution will be, as applicable, duly executed and delivery shall constitute delivered by the Trustee and constitute, or will constitute, as applicable, the legal, valid, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, provided however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association duly organized and validly existing in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the such Trust SupplementsSupplement, such Certificate, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements (i) shall not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; 49 55 [(2000-2) PASS THROUGH TRUST AGREEMENT] (e) this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Note Purchase Agreement and the Note Purchase Participation Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association organized and validly existing in good standing under the Federal laws of the United StatesStates of America; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Financing Agreements and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Financing Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Financing Agreements (i) shall will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and or (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Financing Agreements shall will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Financing Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association organized and validly existing in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Registration Rights Agreement, the Note Purchase Agreement and the Note Purchase Participation Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the such Trust SupplementsSupplement, such Certificate, the CertificatesIntercreditor Agreement, any Intercreditor the Registration Rights Agreement, the Note Purchase Agreement and the Note Purchase Participation Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Registration Rights Agreement, the Note Purchase Agreement and the Note Purchase Participation Agreements (i) shall not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the articles of association or by-laws of the Trustee, and or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Registration Rights Agreement, the Note Purchase Agreement and the Note Purchase Participation Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, each Trust Supplement executed and delivered on the Trust Supplementsdate hereof, each Certificate executed, authenticated and delivered on the date hereof, the CertificatesIntercreditor Agreement, any Intercreditor the Registration Rights Agreement, the Note Purchase Agreement and the Note Purchase Participation Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants for the benefit of the Issuer and the Beneficial Owners and the Holders that: (a) the Trustee is a national banking association duly organized and validly existing in good standing under the Federal laws of the United Statesjurisdiction of its creation, with all requisite corporate power and authority and all material franchises, grants, authorizations, consents, orders and approvals from all governmental authorities necessary under applicable laws to execute, deliver and perform its obligations hereunder and the other Trust Documents to which it is a party; (b) the Trustee has full power, the corporate power and authority and legal right to execute, deliver, deliver and perform this Basic Trust Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements execution of the Certificates by the Trustee pursuant to this Trust Agreement is within the corporate power of the Trustee and has taken been duly authorized by all necessary corporate action to authorize on the execution, delivery and performance by it part of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase AgreementsTrustee; (c) no consent, approval, authorization or order of, or filing with, any court or regulatory, supervisory or governmental agency or body is required by or for the Trustee, in its individual capacity and in its capacity as Trustee, as the case may be, in connection with, (i) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements (i) shall not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the other Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking Documents to which it is a party, which violation(ii) the authentication and delivery of the Certificates by the Trustee pursuant to this Trust Agreement, default or lien could reasonably be expected to have an adverse effect on (iii) the Trustee's performance of the trusts by the Trustee or ability to perform its duties hereunder or thereunder or on the consummation by the Trustee of the transactions contemplated herein or thereinhereby; (d) to the executionTrustee’s best knowledge, delivery and without due inquiry, there are no proceedings or investigations pending or threatened against the Trustee before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustee or its properties (i) asserting the invalidity of this Trust Agreement and the other Trust Documents to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated hereby or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability of, this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where Trust Documents to which it is located regulating the banking and corporate trust activities of the Trustee;a party; and (e) each of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements have other Trust Documents to which it is a party has been or shall be duly executed and delivered by the Trustee its authorized officers who are duly authorized to execute and constitute or upon deliver such execution document in such capacity on its behalf and delivery shall constitute constitutes the legal, valid, valid and binding agreements obligation of the Trustee, enforceable against it the Trustee in accordance with their respective its terms, provided that enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement of creditors’ rights of creditors generally and (ii) to general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association duly organized and validly existing in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, deliver and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements and has taken all necessary action to authorize the execution, 43 delivery and performance by it of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) shall will not violate any provision of any United States federal law or the law of the state of the United States where it such Trustee is located governing and which governs the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of timetime or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements shall will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State state of the United States where it such Trustee is located and regulating the banking and corporate trust activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements have been or shall will be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall will constitute the legal, valid, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, provided however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally generally, and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association organized and validly existing in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the Trust 44 Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements (i) shall not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee; (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (a) the Trustee is a national Delaware banking association corporation organized and validly existing in good standing under the Federal laws of the United StatesState of Delaware; (b) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliverassume the obligations under, and perform perform, the Assignment and Assumption Agreement, this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Escrow Agreement, the Note Purchase Agreement and the Note Purchase Agreements Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption, and performance by it of the Assignment and Assumption Agreement, this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Escrow Agreement, the Note Purchase Agreement and the Note Purchase AgreementsFinancing Documents to which it is a party; (c) the executionreceipt of the Trust Property under the Assignment and Assumption Agreement, delivery and the performance by the Trustee of the Assignment and Assumption Agreement, 50 45 this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor the Escrow Agreement, the Note Purchase Agreement and the Note Purchase Agreements Financing Documents to which it is a party (i) shall will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the CertificatesRegistration Rights Agreement, any Intercreditor Agreement and the Escrow Agreement, the Note Purchase Agreements shall Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State state of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Assignment and Assumption Agreement and the Note Purchase Agreements have has been or shall be duly executed and delivered by the Trustee and constitute or upon such execution this Agreement, the Assignment and delivery shall Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it , regardless of whether applied in a Statement of Eligibility on Form T-1 supplied proceeding in equity or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplementat law.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national Delaware banking association corporation organized and validly existing in good standing under the Federal laws of the United States;State of Delaware; 57 51 (b) the Trustee has full power, authority and legal right to execute, deliver, deliver and perform this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase AgreementsAgreement; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements Agreement (i) shall will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements shall Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State state of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust SupplementsEscrow Agreement, the CertificatesIntercreditor Agreement, any Intercreditor Agreement the Note Documents and the Note Purchase Agreements Agreement have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, provided however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association trust company duly organized and validly existing in good standing under the Federal laws of the United StatesState of Delaware; (b) the Trustee has full power, authority and legal right to execute, deliver, deliver and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) shall will not violate any provision of any United States federal law governing its trust powers or the law of the state of the United States where it such Trustee is located governing and which governs the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association charter or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of timetime or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements shall will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State state of the United States where it such Trustee is located and regulating the banking and corporate trust activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with any registration of any Certificates; (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements have been or shall will be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall will constitute the legal, valid, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, provided however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally generally, and (ii) general principles of equity; and (f) the statements made by it in a any Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate accurate, subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants warrants, on the Transfer Date, that: (a) the Trustee is a national Delaware banking association corporation organized and validly existing in good standing under the Federal laws of the United StatesState of Delaware; (b) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliverassume the obligations under, and perform perform, the Assignment and Assumption Agreement, this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase Agreements Documents and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of this Basic Agreement, the Trust SupplementsIntercreditor Agreement, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase AgreementsDocuments to which it is a party; (c) the execution, delivery receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Basic Trust Supplement, the Intercreditor Agreement, the Trust Supplements, the Certificates, any Intercreditor Escrow Agreement and the Note Purchase Agreements Documents (i) shall will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements shall not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee; (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor The Assignment and Assumption Agreement and the Note Purchase Agreements have has been or shall be duly executed and delivered by the Trustee and constitute this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents have been, or upon such execution will be, as applicable, duly executed and delivery shall constitute delivered by the Trustee and constitute, or will constitute, as applicable, the legal, valid, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, provided however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ai) the Trustee is a national banking association organized duly organized, validly existing, and validly existing in good standing under the Federal laws of the United StatesStates of America; (bii) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements Participation Agreement and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements; (ciii) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements (ia) shall will not violate any provision of any United States federal or [Illinois] law or the law of the state of the United States where it is located regulation governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator arbitrator, or governmental authority applicable to the Trustee or any of its assets, (iib) shall will not violate any provision of the articles of association [association] or by-laws of the Trustee, and or (iiic) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of or any Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (div) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements shall will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or other governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee;; and (ev) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements have has been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute constitutes the legal, valid, and binding agreements agreement of the Trustee, enforceable against it in accordance with their respective its terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a national banking association organized and validly existing existing, and in good standing under the Federal laws of the United States; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements; (c) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements (i) shall will not violate any provision of any United States federal law or the law of the state State of the United States where it is located Connecticut governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator arbitrator, or governmental authority applicable to the Trustee or any of its assets, (ii) shall will not violate any provision of the articles of association or by-laws of 38 the Trustee, and (iii) shall will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property of any Trust pursuant to the provisions of of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Basic Agreement, the Trust Supplements, the Certificates, Agreement any Intercreditor Agreement and the Note Purchase Agreements shall will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located Connecticut regulating the banking and corporate trust activities of the Trustee;; and (e) this Basic Agreement, the Trust Supplements, the Certificates, any Intercreditor Agreement and the Note Purchase Agreements have been or shall be duly executed and delivered by the Trustee and constitute or upon such execution and delivery shall constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity; and (f) the statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.