Common use of Representations and Warranties of Depositor Clause in Contracts

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit to Seller as of the Holders thatdate hereof, as follows: (a) the Depositor is duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its state assets and conduct its business as it is conducted, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of incorporation;its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement). (b) the The execution and delivery by Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under of this Trust Agreement and has taken all necessary action to authorize the execution, performance of Depositor's obligations hereunder are within the corporate power of Depositor and have been duly authorized by Depositor and neither the execution and delivery and performance by it Depositor of this Trust Agreement nor the compliance by Depositor with the provisions hereof, nor the consummation by Depositor of the transactions contemplated by this Agreement;, will (i) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (ii) of this paragraph (b), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Depositor or its properties, or any of the provisions of any material indenture or mortgage or any other material contract or other instrument to which Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, contract or other instrument or (ii) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made by Depositor, except where, in any of the instances contemplated by clause (i) above or this clause (ii), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Depositor and this Agreement constitutes the a legal, valid and binding agreement of the Depositor instrument, enforceable against the Depositor in accordance with its terms, subject subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar other laws affecting creditors’ the rights of creditors generally and to general principles of equity;equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law) and, as to rights of indemnification hereunder, subject to limitations of public policy under applicable securities laws. (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executedThere is no litigation, issued and delivered charge, investigation, action, suit or proceeding by the applicable Trustees pursuant to the terms and provisions ofor before any court, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental regulatory authority or governmental agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings body pending or, to the best knowledge of the Depositor’s knowledge, threatened against or affecting Depositor the Depositor or any material portion outcome of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would which could be reasonably expected to materially and adversely affect the Trust or would question the right, power and authority consummation of the Depositor, as the case may be, to enter into or perform its obligations under any transactions contemplated by this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit to Seller as of the Holders thatdate hereof, as follows: (a) the Depositor is duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its state assets and conduct its business as it is conducted, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of incorporation;its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement). (b) the The execution and delivery by Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under of this Trust Agreement and has taken all necessary action to authorize the execution, performance of Depositor's obligations hereunder are within the corporate power of Depositor and have been duly authorized by Depositor and neither the execution and delivery and performance by it Depositor of this Trust Agreement nor the compliance by Depositor with the provisions hereof, nor the consummation by Depositor of the transactions contemplated by this Agreement;, will (i) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (ii) of this paragraph (b), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Depositor or its properties, or any of the provisions of any material indenture or mortgage or any other material contract or other instrument to which Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, contract or other instrument or (ii) require the consent of, notice to or any filing with any person, entity or governmental body, which has not been obtained or made by Depositor, except where, in any of the instances contemplated by clause (i) above or this clause (ii), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Depositor and this Agreement constitutes the a legal, valid and binding agreement of the Depositor instrument, enforceable against the Depositor in accordance with its terms, subject subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar other laws affecting creditors’ the rights of creditors generally and to general principles of equity;equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law) and, as to rights of indemnification hereunder, subject to limitations of public policy under applicable securities laws. (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executedThere is no litigation, issued and delivered charge, investigation, action, suit or proceeding by the applicable Trustees pursuant to the terms and provisions ofor before any court, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental regulatory authority or governmental agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings body pending or, to the best knowledge of the Depositor’s knowledge, threatened against or affecting Depositor the Depositor or any material portion outcome of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would which could be reasonably expected to materially and adversely affect the Trust or would question the right, power and authority consummation of the Depositor, as the case may be, to enter into or perform its obligations under any transactions contemplated by this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit to Seller as of the Holders thatdate hereof, as follows: (a) the Depositor is duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its state assets and conduct its business as it is conducted, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of incorporation;its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement). (b) the The execution and delivery by Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under of this Trust Agreement and has taken all necessary action to authorize the execution, performance of Depositor's obligations hereunder are within the corporate power of Depositor and have been duly authorized by Depositor and neither the execution and delivery and performance by it Depositor of this Trust Agreement nor the compliance by Depositor with the provisions hereof, nor the consummation by Depositor of the transactions contemplated by this Agreement;, will (i) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (ii) of this paragraph (b), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Depositor or its properties, or any of the provisions of any material indenture or mortgage or any other material contract or other instrument to which Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, contract or other instrument or (ii) require the consent of or notice to, or any filing with any person, entity or governmental body, which has not been obtained or made by Depositor, except where, in any of the instances contemplated by clause (i) above or this clause (ii), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Depositor and this Agreement constitutes the a legal, valid and binding agreement of the Depositor instrument, enforceable against the Depositor in accordance with its terms, subject subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar other laws affecting creditors’ the rights of creditors generally and to general principles of equity;equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law) and, as to rights of indemnification hereunder, subject to limitations of public policy under applicable securities laws. (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executedThere is no litigation, issued and delivered charge, investigation, action, suit or proceeding by the applicable Trustees pursuant to the terms and provisions ofor before any court, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental regulatory authority or governmental agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings body pending or, to the best knowledge of the Depositor’s knowledge, threatened against or affecting Depositor the Depositor or any material portion outcome of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would which could be reasonably expected to materially and adversely affect the Trust or would question the right, power and authority consummation of the Depositor, as the case may be, to enter into or perform its obligations under any transactions contemplated by this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for to the benefit of the Holders Owner Trustee that: (ai) the The Depositor is a corporation duly organized, organized and validly existing and as a limited liability company in good standing under the laws of the State of Michigan, with power and authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (iii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this assigned to and deposited with the Trust Agreement and the Depositor has taken duly authorized such sale and assignment and deposit to the Trust by all necessary action to authorize the execution, delivery corporate action; and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate or other action on the part of a limited liability company. (iv) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation breach of any of the transactions by terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of organization or operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor contemplated herein requires is a party or by which it is bound; nor result in the consent creation or approval of, the giving of notice to, the registration with or the taking imposition of any other action with respect to Lien upon any governmental authority or agency under any existing law governing the Depositor or any material portion of its propertyproperties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); and (g) there are no proceedings pending nor violate any law or, to the best of the Depositor’s knowledge, threatened against any order, rule or affecting regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any material portion of its property in any court properties. (v) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any governmental authoritycourt, regulatory body, administrative agency or arbitration board other governmental instrumentality having jurisdiction over the Depositor or tribunal thatits properties: (A) asserting the invalidity of this Agreement, individually (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or in the aggregate, would (C) seeking any determination or ruling that might materially and adversely affect the Trust performance by the Depositor of its obligations under, or would question the rightvalidity or enforceability of, power this Agreement. (vi) The representations and authority warranties of the Depositor, as Company and the case may be, to enter into or perform its obligations under this Trust AgreementDepositor in Sections 3.01 and 3.02 of the Purchase Agreement are true and correct.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for to the benefit of the Holders Owner Trustee that: (a) the The Depositor is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with power and authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the failure to so qualify or to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Servicer or the Owner Trustee. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this assigned to and deposited with the Trust Agreement and has taken the Depositor shall have duly authorized such sale and assignment and deposit to the Trust by all necessary action to authorize the execution, delivery corporate action; and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by the Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (of the Depositor, or any indenture, agreement or other organizational documents) of instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or affecting regulation applicable to the Depositor of any court, federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any material portion its properties. (e) There are no proceedings or investigations pending, or, to the best of its property in any court or Depositor's knowledge, threatened, before any governmental authoritycourt, federal or state regulatory body, administrative agency or arbitration board other governmental instrumentality having jurisdiction over the Depositor or tribunal thatits properties which (i) assert the invalidity of this Agreement or any of the Basic Documents, individually (ii) seek to prevent the consummation of any of the transactions contemplated by this Agreement or in any of the aggregateBasic Documents, would or (iii) seek any determination or ruling that might materially and adversely affect the Trust performance by the Depositor of its obligations under, or would question the rightvalidity or enforceability of, power and authority this Agreement or any of the Depositor, as the case may be, to enter into or perform its obligations under this Trust AgreementBasic Documents.

Representations and Warranties of Depositor. Pursuant to Article III, the Depositor has assigned to the Trust the benefit of, and its rights respecting, the representations and warranties made to the Depositor in the Purchase Agreement as to the Receivables on which the Trustee relies in accepting the Receivables in trust and executing and authenticating the Certificates. Such representations and warranties speak as of the execution and delivery of the Purchase Agreement but shall survive the sale, transfer, and assignment of the Receivables to the Trustee. (a) The Depositor hereby represents and warrants to the Trustee that it has entered into the Purchase Agreement with UAC and UAFC, that UAC and UAFC have made the representations and warranties set forth therein, that such representations and warranties run to and are for the benefit of the Holders that: (a) Depositor, and that pursuant to Article III of this Agreement the Depositor is a corporation duly organized, validly existing has transferred and in good standing assigned to the Trustee all rights of the Depositor to cause UAC under the laws Purchase Agreement to repurchase Receivables in the event of its state a breach of incorporation;such representations and warranties. (b) It is the intention of the Depositor has full corporate powerthat the transfer and assignment herein contemplated, authority taken as a whole, constitute a sale of the Receivables from the Depositor to the Trust and legal right that the beneficial interest in and title to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it Receivables not be part of this Trust Agreement; (c) this Trust Agreement the receivership estate in the event of the appointment of a receiver for the Depositor. No Receivable has been duly authorizedsold, executed and delivered transferred, assigned, or pledged by the Depositor to any Person other than the Trustee. Immediately prior to the transfer and constitutes assignment herein contemplated, the legalDepositor had good and marketable title to each Receivable free and clear of all liens, valid and binding agreement and, immediately upon the transfer thereof, the Trustee (for the benefit of the Depositor enforceable against Certificateholders and the Depositor in accordance with its termsInsurer) shall have good and marketable title to each Receivable, subject free and clear of all liens and rights of others, except for the rights of the Certificateholders and the Insurer; and the transfer has been perfected under the UCC. On or prior to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of Date, all filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Trust Trustee a first perfected ownership interest in the Receivables shall have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreementmade.

Representations and Warranties of Depositor. Pursuant to Article III, the Depositor has assigned to the Trust the benefit of, and its rights respecting, the representations and warranties made to the Depositor in the Purchase Agreement as to the Receivables on which the Trustee relies in accepting the Receivables in trust and executing and authenticating the Certificates. Such representations and warranties speak as of the execution and delivery of the Purchase Agreement but shall survive the sale, transfer, and assignment of the Receivables to the Trustee. (a) The Depositor hereby represents and warrants to the Trustee that it has entered into the Purchase Agreement with UAC and UAFC, that UAC and UAFC have made the representations and warranties set forth therein, that such representations and warranties run to and are for the benefit of the Holders that: (a) Depositor, and that pursuant to Article III of this Agreement the Depositor is a corporation duly organized, validly existing has transferred and in good standing assigned to the Trustee all rights of the Depositor to cause UAC under the laws Purchase Agreement to repurchase Receivables in the event of its state a breach of incorporation;such representations and warranties. (b) It is the intention of the Depositor has full corporate powerthat the transfer and assignment herein contemplated, authority taken as a whole, constitute a sale of the Receivables from the Depositor to the Trust and legal right that the beneficial interest in and title to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it Receivables not be part of this Trust Agreement; (c) this Trust Agreement the receivership estate in the event of the appointment of a receiver for the Depositor. No Receivable has been duly authorizedsold, executed and delivered transferred, assigned, or pledged by the Depositor to any Person other than the Trustee. Immediately prior to the transfer and constitutes assignment herein contemplated, the legalDepositor had good and marketable title to each Receivable free and clear of all liens, valid and binding agreement and, immediately upon the transfer thereof, the Trustee (for the benefit of the Depositor enforceable against Certificateholders and the Depositor in accordance with its termsSurety Bond Issuer) shall have good and marketable title to each Receivable, subject free and clear of all liens and rights of others, except for the rights of the Certificateholders and the Surety Bond Issuer; and the transfer has been perfected under the UCC. On or prior to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of Date, all filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Trust Trustee a first perfected ownership interest in the Receivables shall have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreementmade.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders equity owners of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) documents of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporationLouisiana; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders thatTrustees : (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit to Seller as of the Holders thatdate hereof, as follows: (a) the Depositor is duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its state assets and conduct its business as it is conducted, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of incorporation;its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement). (b) the The execution and delivery by Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under of this Trust Agreement and has taken all necessary action to authorize the execution, performance of Depositor's obligations hereunder are within the corporate power of Depositor and have been duly authorized by Depositor and neither the execution and delivery and performance by it Depositor of this Trust Agreement nor the compliance by Depositor with the provisions hereof, nor the consummation by Depositor of the transactions contemplated by this Agreement;, will (i) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of Depositor or, after giving effect to the consents or taking of the actions contemplated by CLAUSE (ii) of this PARAGRAPH (b), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Depositor or its properties, or any of the provisions of any material indenture or mortgage or any other material contract or other instrument to which Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, contract or other instrument or (ii) require the consent of, notice to or any filing with any person, entity or governmental body, which has not been obtained or made by Depositor, except where, in any of the instances contemplated by CLAUSE (i) above or this CLAUSE (ii), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Depositor and this Agreement constitutes the a legal, valid and binding agreement of the Depositor instrument, enforceable against the Depositor in accordance with its terms, subject subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar other laws affecting creditors’ the rights of creditors generally and to general principles of equity;equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law) and, as to rights of indemnification hereunder, subject to limitations of public policy under applicable securities laws. (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executedThere is no litigation, issued and delivered charge, investigation, action, suit or proceeding by the applicable Trustees pursuant to the terms and provisions ofor before any court, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental regulatory authority or governmental agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings body pending or, to the best knowledge of the Depositor’s knowledge, threatened against or affecting Depositor the Depositor or any material portion outcome of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would which could be reasonably expected to materially and adversely affect the Trust or would question the right, power and authority consummation of the Depositor, as the case may be, to enter into or perform its obligations under any transactions contemplated by this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Trustee that: (a) the Depositor is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign corporation in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action to authorize licenses and approvals, in all jurisdictions in which the executionownership or lease of property or the conduct of its business shall require such qualifications, delivery licenses and performance by it of this Trust Agreement;approvals. (c) Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with to carry out its terms, subject ; Depositor has full power and authority to applicable bankruptcy, insolvency transfer and similar laws affecting creditors’ rights generally assign the property to be transferred and assigned to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the and deposited with Trust and Depositor shall have been duly authorized such transfer and will have been duly assignment and validly executed, issued deposit to Trust by all necessary corporate action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (of Depositor, or any indenture, agreement or other organizational documents) instrument to which Depositor is a party or by which it is bound; or result in the creation or imposition of any Lien upon any of its properties pursuant to the Depositor terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); or violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or affecting the regulation applicable to Depositor or any material portion of its property in any court or before of any governmental authorityFederal or State regulatory body, administrative agency or arbitration board other governmental instrumentality having jurisdiction over Depositor or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreementproperties.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Property Trustee and the Securityholders that: (a) the Trust Securities Certificates issued at each Time of Delivery on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement; (c) the Depositor is a corporation company duly organized, validly existing and in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of companies and thereby cease to exist under the laws of its state of incorporationBermuda); (bd) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ce) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (ef) the execution, delivery and performance by each of the Depositor of this Trust Agreement have has been duly authorized by all necessary corporate company or other action on the part of the Depositor and do does not require any approval of stockholders shareholders of the Depositor Depositor, and such execution, delivery and performance will not (i) violate the articles Depositor's Memorandum of Association or certificate of incorporation or byAmended and Restated Bye-laws (or other organizational documents) of the Depositor or Laws, (ii) violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depositor is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of Bermuda, governing the Depositor or any material portion powers of its property the Company or any order, judgment or decree applicable to the Depositor or any material portion of its propertyCompany; (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Bermuda law governing the Depositor or any material portion powers of its propertythe Company; and (gh) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust Depositor or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit to Seller as of the Holders thatdate hereof, as follows: (a) the Depositor is duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its state assets and conduct its business as it is conducted, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of incorporation;its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement). (b) the The execution and delivery by Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under of this Trust Agreement and has taken all necessary action to authorize the execution, performance of Depositor's obligations hereunder are within the corporate power of Depositor and have been duly authorized by Depositor and neither the execution and delivery and performance by it Depositor of this Trust Agreement nor the compliance by Depositor with the provisions hereof, nor the consummation by Depositor of the transactions contemplated by this Agreement;, will (i) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of Depositor or, after giving effect to the consents or taking of the actions contemplated by CLAUSE (ii) of this PARAGRAPH (b), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Depositor or its properties, or any of the provisions of any material indenture or mortgage or any other material contract or other instrument to which Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, contract or other instrument or (ii) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made by Depositor, except where, in any of the instances contemplated by CLAUSE (i) above or this CLAUSE (ii), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Depositor and this Agreement constitutes the a legal, valid and binding agreement of the Depositor instrument, enforceable against the Depositor in accordance with its terms, subject subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar other laws affecting creditors’ the rights of creditors generally and to general principles of equity;equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law) and, as to rights of indemnification hereunder, subject to limitations of public policy under applicable securities laws. (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executedThere is no litigation, issued and delivered charge, investigation, action, suit or proceeding by the applicable Trustees pursuant to the terms and provisions ofor before any court, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental regulatory authority or governmental agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings body pending or, to the best knowledge of the Depositor’s knowledge, threatened against or affecting Depositor the Depositor or any material portion outcome of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would which could be reasonably expected to materially and adversely affect the Trust or would question the right, power and authority consummation of the Depositor, as the case may be, to enter into or perform its obligations under any transactions contemplated by this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) : the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) ; the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) ; this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) ; the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) ; the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) ; neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) and there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for to the benefit of the Holders Trustee that: (a) the The Depositor has been duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its state of incorporation;properties and to conduct its business as such properties are presently owned and such business is presently conducted. (b) the The Depositor has full corporate powerobtained all necessary licenses and approvals in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, authority and legal right except where failure to execute, deliver and obtain such qualification would have no material adverse effect on the Depositor's ability to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;hereunder. (c) The Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with to carry out its terms, subject to applicable bankruptcy, insolvency ; and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate or other action on the part of action. This Agreement, upon its execution and delivery by the Depositor and assuming due authorization, execution and delivery by the Trustee and Option Agent, will constitute a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered a proceeding in equity or at law). (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of or constitute (with or without notice or lapse of time) a default under, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (of the Depositor, or any indenture, trust agreement or agreement or other organizational documents) of instrument to which the Depositor is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture or trust agreement, other agreement or other instrument (ii) other than pursuant to this Agreement), or violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or affecting regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any material portion of its property in properties. The Depositor hereby represents and warrants to the Trustee with respect to the Granted Underlying Securities that: (a) The Depositor is duly authorized to deliver the Underlying Securities to the Trustee; (b) The Underlying Securities so delivered are genuine; (c) At the time of delivery of the Underlying Securities, the Depositor owns such Underlying Securities, has the right to transfer such Underlying Securities and such Underlying Securities are free and clear of any court or before any governmental authoritylien, agency or arbitration board or tribunal thatpledge, individually or in the aggregateencumbrance, would materially and adversely affect the Trust or would question the right, power charge, claim or other security interest; and (d) Such delivery is irrevocable and authority free of any continuing claim by the Depositor. To the Depositor's knowledge, the information set forth on Exhibit A attached hereto is true and correct in all material respects as of the Depositor, as date hereof. The representations and warranties of the case may be, Depositor set forth in this Section 2.11 shall survive delivery of the Granted Underlying Securities to enter into or perform its obligations under this Trust Agreementthe Trustee and shall inure to the benefit of the Trustee for the benefit of the Certificateholders.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state State of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles Charter or certificate of incorporation or byBy-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its propertyDepositor; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its propertyDepositor; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment judgment, or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware limited liability company with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign limited liability company in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to authorize have such qualifications, licenses and approvals would not have a material adverse effect on the execution, delivery and performance by it of this Trust Agreement;Depositor. (c) Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with to carry out its terms, subject ; Depositor has full power and authority to applicable bankruptcy, insolvency sell and similar laws affecting creditors’ rights generally assign the property to be sold and assigned to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been and deposited with Issuer and Depositor has duly authorized such sale and will have been duly assignment and validly executed, issued deposit to Issuer by all necessary corporate action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documentsinstrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of Depositor's knowledge, any order, rule or regulation applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or its properties. (e) of There are no proceedings or investigations pending or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) violate any applicable law, governmental rule seeking to prevent the issuance of the Notes or regulation governing the Depositor Certificates or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions contemplated by the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Property Trustee and the Securityholders that: (a) the Trust Securities Certificates issued at each Time of Delivery on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement; (c) the Depositor is a corporation Bermuda company duly organized, validly existing and in good standing under the laws of its state of incorporationBermuda; (bd) the Depositor has full corporate company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ce) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (ef) the execution, delivery and performance by each of the Depositor of this Trust Agreement have has been duly authorized by all necessary corporate company or other action on the part of the Depositor and do does not require any approval of stockholders shareholders of the Depositor Depositor, and such execution, delivery and performance will not (i) violate the articles Depositor's Amended Memorandum of Association or certificate of incorporation or byAmended and Restated Bye-laws (or other organizational documents) of the Depositor or Laws, (ii) violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depositor is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of Bermuda, governing the powers of the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its propertyDepositor; (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Bermuda law governing the Depositor or any material portion powers of its propertythe Depositor; and (gh) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust Depositor or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees on the Execution Date and the Exchange Date that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) upon approval of this Trust Agreement and the other Operative Documents by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), the Depositor has will have full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has will have taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and, upon approval of this Trust Agreement and constitutes the other Operative Documents by the Bankruptcy Court, will constitute the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) upon approval of this Trust Agreement and the other Operative Documents by the Bankruptcy Court, the Securities Certificates issued at the Closing Exchange Date on behalf of the Trust will have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Existing Exchange Agreement and the Holders will be, as of such datethe Exchange Date (as defined in the Existing Exchange Agreement), entitled to the benefits of this Trust Agreement; (e) upon approval of this Trust Agreement and the other Operative Documents by the Bankruptcy Court, the execution, delivery and performance of this Trust Agreement will have been duly authorized by all necessary corporate or other action on the part of the Depositor and do will not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the certificate or articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders members of the Depositor other than such approvals as have already been obtained and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Property Trustee and the Securityholders that: (a) the Trust Securities Certificates issued on the Closing Date on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement; (c) the Depositor is a corporation an [entity] duly organized, validly existing and in good standing under the laws of its state of incorporationDelaware; (bd) the Depositor has full corporate company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ce) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (ef) the execution, delivery and performance by the Depositor of this Trust Agreement have has been duly authorized by all necessary corporate company or other action on the part of the Depositor and do does not require any approval of stockholders shareholders of the Depositor Depositor, and such execution, delivery and performance will not (i) violate the articles Depositor’s [Certificate of Incorporation or certificate of incorporation or byBy-laws (or other organizational Laws] [organization documents) of the Depositor or ], (ii) violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depositor is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of Delaware, governing the powers of the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its propertyDepositor; (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Delaware law governing the Depositor or any material portion powers of its propertythe Depositor; and (gh) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust Depositor or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: : (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; ; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; ; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; ; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; ; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; ; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.40

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign corporation in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to authorize have such qualifications, licenses and approvals would not have a material adverse effect on the execution, delivery and performance by it of this Trust Agreement;Depositor. (c) Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) carry out its terms and Depositor has full power and authority to sell and assign the Securities Certificates issued at the Closing Date on behalf of the Trust have been property to be sold and assigned to and deposited with Issuer, and Depositor has duly authorized such sale and will have been duly assignment and validly executed, issued deposit to Issuer by all necessary corporate action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (laws, of Depositor, or any material indenture, agreement or other organizational documentsinstrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law, any order, rule or regulation applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or its properties. (e) of There are no proceedings or investigations pending or, to the Depositor’s best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) violate any applicable law, governmental rule seeking to prevent the issuance of the Notes or regulation governing the Depositor Certificates or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions contemplated by the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Property Trustee and the Securityholders that: (a) the Trust Securities Certificates issued on the Closing Date on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement; (c) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporationDelaware; (bd) the Depositor has full corporate company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ce) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (ef) the execution, delivery and performance by the Depositor of this Trust Agreement have has been duly authorized by all necessary corporate company or other action on the part of the Depositor and do does not require any approval of stockholders shareholders of the Depositor Depositor, and such execution, delivery and performance will not (i) violate the articles Depositor's Certificate of Incorporation or certificate of incorporation or byBy-laws (or other organizational documents) of the Depositor or Laws, (ii) violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depositor is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of Delaware, governing the powers of the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its propertyDepositor; (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Delaware law governing the Depositor or any material portion powers of its propertythe Depositor; and (gh) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust Depositor or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable (a) the effect of bankruptcy, insolvency and or other similar laws of general applicability relating to or affecting creditors’ rights generally and to generally; (b) the application of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (c) certain other limitations that exist relating to the rights of set-off, indemnification or contribution by virtue of public policy; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been when duly and validly executed, issued issued, authenticated and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its propertyproperty other than such filings, registrations or qualifications as may be required under any securities or blue sky laws (domestic or foreign); and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement Agreement, the Indenture and the Notes dated of even date herewith issued pursuant to the terms of the Indenture (the “Replacement Notes”), and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, the Indenture and the Replacement Notes; (c) each of this Trust Agreement Agreement, the Indenture and each Replacement Note has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at on the Closing Date on behalf of the Trust date hereof have been duly authorized by the Trust and will have been duly be validly issued, fully paid and validly executed, issued non-assessable and delivered by will represent undivided beneficial interests in the applicable Trustees pursuant to assets of the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement, enforceable against the Trust in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; the issuance of the Securities is not subject to any preemptive or other similar rights; on the date hereof, all of the issued and outstanding Common Securities will be directly owned by the Depositor free and clear of any pledge, security interest, claim, lien or other encumbrance of any kind; (e) the execution, delivery and performance of this Trust Agreement Agreement, the Indenture and the Replacement Notes have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither (i) the authorization, execution or delivery by the Depositor of this Trust Agreement Agreement, the Indenture or the Replacement Notes nor (ii) the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement, the Indenture or the Replacement Notes.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate trust power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate trust or other action on the part of the Depositor and do not require any approval of stockholders the shareholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate declaration of incorporation trust or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.governing

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate limited partnership power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other limited partnership action on the part of the Depositor and do not require any approval of stockholders the partners of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation limited partnership or by-laws limited partnership agreement (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement Agreement, the Indenture and the Notes dated of even date herewith issued pursuant to the terms of the Indenture (the “Replacement Notes”), and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, the Indenture and the Replacement Notes; (c) each of this Trust Agreement Agreement, the Indenture and each Replacement Note has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at on the Closing Date on behalf of the Trust date hereof have been duly authorized by the Trust and will have been duly be validly issued, fully paid and validly executed, issued non-assessable and delivered by will represent undivided beneficial interests in the applicable Trustees pursuant to assets of the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement, enforceable against the Trust in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; the issuance of the Securities is not subject to any preemptive or other similar rights; on the date hereof, all of the issued and outstanding Common Securities will be directly owned by the Company free and clear of any pledge, security interest, claim, lien or other encumbrance of any kind; (e) the execution, delivery and performance of this Trust Agreement Agreement, the Indenture and the Replacement Notes have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither (i) the authorization, execution or delivery by the Depositor of this Trust Agreement Agreement, the Indenture or the Replacement Notes nor (ii) the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement, the Indenture or the Replacement Notes.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, subject to the authentication of the Securities Certificates, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders members of the Depositor other than such approvals as have already been obtained and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) other than as discussed in the Disclosure Schedule to the Placement Agreement, there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i1) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign corporation in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to authorize have such qualifications, licenses and approvals would not have a material adverse effect on the execution, delivery and performance by it of this Trust Agreement;Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with to carry out its terms, subject ; Depositor has full power and authority to applicable bankruptcy, insolvency sell and similar laws affecting creditors’ rights generally assign the property to be sold and assigned to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been and deposited with Issuer and Depositor has duly authorized such sale and will have been duly assignment and validly executed, issued deposit to Issuer by all necessary corporate action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by Depositor by all necessary corporate or other action on the part action. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in 4 TRUST AGREEMENT accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documents) instrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the Depositor terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable lawlaw or, governmental to the best of Depositor's knowledge, any order, rule or regulation governing the applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property;properties. (f) neither There are no proceedings or investigations pending or, to the authorizationDepositor's best knowledge, execution threatened before any court, regulatory body, administrative agency or delivery by other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Trust Agreement nor Agreement, the Indenture, any of the other Basic Documents, 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 the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state franchise tax or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation company duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporationorganization; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and by the Trust and, when authenticated in accordance with this Trust Agreement, will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization and similar laws affecting creditors’ ' rights generally and to general principles of equity (regardless of whether the issue of enforceability is considered in a proceeding at law or in equity); (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) documents of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state State of incorporationDelaware; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws bylaws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state State of incorporationDelaware; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) bylaws of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and as a corporation in good standing under the laws of its state the State of incorporationMaryland; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and by the Trust and, when authenticated in accordance with this Trust Agreement, will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property, except such violations as would not adversely affect the Depositor’s ability to perform its obligations under the Operative Documents or would not reasonably be expected to have a material adverse effect on the Depositor and its subsidiaries taken as a whole; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property, except such consents or approvals which the failure to obtain would not adversely affect the Depositor’s ability to perform its obligations under the Operative Documents or would not reasonably be expected to have a material adverse effect on the Depositor and its subsidiaries taken as a whole; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would could reasonably be expected to materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware limited liability company with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign limited liability company in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to authorize have such qualifications, licenses and approvals would not have a material adverse effect on the execution, delivery and performance by it of this Trust Agreement;Depositor. (c) Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) carry out its terms and Depositor has full power and authority to sell and assign the Securities Certificates issued at the Closing Date on behalf of the Trust have been property to be sold and assigned to and deposited with Issuer, and Depositor has duly authorized such sale and will have been duly assignment and validly executed, issued deposit to Issuer by all necessary action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by all necessary corporate Depositor. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement, of Depositor, or any material indenture, agreement or other action on instrument to which Depositor is a party or by which it is bound; nor result in the part creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of Depositor's knowledge, any order, rule or regulation applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or its properties. (e) There are no proceedings or investigations pending or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not or its properties: (i) violate asserting the articles or certificate invalidity of incorporation or by-laws (or other organizational documents) this Agreement, the Indenture, any of the Depositor other Basic Documents, the Notes or the Certificates, (ii) violate any applicable law, governmental rule seeking to prevent the issuance of the Notes or regulation governing the Depositor Certificates or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions contemplated by the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: : (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; ; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; ; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; ; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; ; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.39

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate organizational power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at on the Closing Date on behalf of the Trust date hereof have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither (i) the authorization, execution or delivery by the Depositor of this Trust Agreement nor (ii) the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate amended and restated agreement of incorporation or by-laws (or other organizational documents) limited partnership of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this Trust Agreement assigned to and deposited with Issuer and Depositor has taken duly authorized such sale and assignment and deposit to Issuer by all necessary action to authorize corporate action; and the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered authorized by the Depositor and by all necessary corporate action. (d) This Agreement constitutes the a legal, valid valid, and binding agreement obligation of the Depositor Depositor, enforceable against the Depositor in accordance with its terms, subject subject, as to enforceability, to applicable TRUST AGREEMENT bankruptcy, insolvency insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting creditors’ rights generally and to general principles of equity;equitable principles. (de) the Securities Certificates issued at the Closing Date on behalf The consummation of the Trust have been duly authorized transactions contemplated by this Agreement and will have been duly and validly executedthe fulfillment of the terms hereof do not conflict with, issued and delivered by the applicable Trustees pursuant to result in any breach of any of the terms and provisions of, and in accordance or constitute (with or without notice or lapse of time) a default under, the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documents) instrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the Depositor terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable lawlaw or, governmental to the best of Depositor's knowledge, any order, rule or regulation governing the applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property;properties. (f) neither There are no proceedings or investigations pending or, to the authorizationDepositor's best knowledge, execution threatened before any court, regulatory body, administrative agency or delivery by other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Trust Agreement nor Agreement, the Indenture, any of the other Basic Documents, 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 the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state franchise tax or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) : the Depositor is a corporation duly organized, organized and validly existing and in good standing under the laws of its state of incorporation; (b) ; the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) ; this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) ; the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) ; the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) ; neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) and there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporationDelaware; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor Depository and constitutes the legal, valid and legally binding agreement of the Depositor Depository enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance by the Depository of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Depositor Depository and do does not require any approval of stockholders of the Depositor Depository and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation Depository's charter or by-laws (or other organizational documents) of the Depositor or laws, (ii) to the best of its knowledge without independent investigation, violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust Property pursuant to the provisions of any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depository is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States, the State of Delaware or the State of New York, as the case may be, governing the Depositor or any material portion corporate powers of its property the Depository or any order, judgment or decree applicable to the Depositor or any material portion of its propertyDepository; (fe) neither the authorization, execution or delivery by the Depositor Depository of this Trust Agreement nor the consummation of any of the transactions by the Depositor Depository contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to to, any governmental authority or agency under any existing federal law governing the Depositor corporate powers of the Depository under the laws of the United States, the State of Delaware or any material portion the State of its property; andNew York; (gf) there are no proceedings pending or, to the best of the Depositor’s Depository's knowledge, threatened against or affecting the Depositor or any material portion of its property Depository in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, Depository to enter into or perform its obligations under this Agreement; (g) the Trust Securities Certificates issued on the Closing Date and each Option Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Agreement and the Securityholders will be, as of such date, entitled to the benefits of this Agreement; and (h) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Property Trustee and the Securityholders that: (a) the Trust Securities Certificates issued at each Time of Delivery on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement; (c) the Depositor is a corporation Bermuda company duly organized, validly existing and in good standing under the laws of its state of incorporationBermuda; (bd) the Depositor has full corporate company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ce) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (ef) the execution, delivery and performance by each of the Depositor of this Trust Agreement have has been duly authorized by all necessary corporate company or other action on the part of the Depositor and do does not require any approval of stockholders shareholders of the Depositor Depositor, and such execution, delivery and performance will not (i) violate the articles Depositor's Memorandum of Association or certificate of incorporation or byAmended and Restated Bye-laws (or other organizational documents) of the Depositor or Laws, (ii) violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depositor is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of Bermuda, governing the Depositor or any material portion powers of its property the Company or any order, judgment or decree applicable to the Depositor or any material portion of its propertyCompany; (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Bermuda law governing the Depositor or any material portion powers of its propertythe Company; and (gh) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust Depositor or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) cause the Depositor to violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property, except as would not have, in the case of this Section 7.2(e)(ii), a Material Adverse Effect; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders and the Bank that: (a) the Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporationDelaware; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles; (d) the Trust Securities Certificates issued at on the Closing Date on behalf of the Trust have been been, and any Trust Securities Certificates to be issued at the time of exercise, if any, of the overallotment option under the Underwriting Agreement will be, duly authorized and, as of each such date, upon their execution, issuance and delivery, will have been been, duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders Securityholders will be, as of such date, entitled to the benefits of this Trust Agreement;; and (e) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval ofBank, the giving of notice to, the registration with Property Trustee or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the DepositorDelaware Trustee, as the case may be, to enter into or perform its obligations under of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate limited partnership power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equityequity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law); (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other limited partnership action on the part of the Depositor and do not require any approval of stockholders the partners of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation limited partnership or by-laws limited partnership agreement (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Trustees and the Securityholders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws law of its state the State of incorporationDelaware; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ creditor's rights generally and to general principles of equity; (d) the Trust Securities Certificates issued at on the Closing Date on behalf of the Trust have been duly authorized authorized, and will shall have been duly and validly executed, issued and delivered by the applicable Administrative Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will Securityholders shall be, as of such date, entitled to the benefits of this Trust Agreement;; and (e) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement. (f) the execution, delivery and performance by the Depositor of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Depositor and do does not require any approval of stockholders of the Depositor Depositor, and such execution, delivery and performance will shall not (i) violate the articles or certificate of incorporation Depositor's charter or by-laws (or other organizational documents) of the Depositor or laws; (ii) violate any applicable provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Depositor is a party or by which it is bound; or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking or trust powers of the Depositor or any material portion of its property (as appropriate in context) or any order, judgment judgement or decree applicable to the Depositor or any material portion of its propertyDepositor; (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing State of Delaware or United States federal law governing the Depositor banking or any material portion trust powers of its property; andthe Depositor, as the case may be; (gh) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement; and (i) the Depositor is a Person eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate partnership power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited partnership or other action on the part of the Depositor and do not require any approval of stockholders the partners of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) limited partnership agreement of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of the stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) cause the Depositor to violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders the member of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation formation or by-laws limited liability company operating agreement (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Holders Certificateholders, and to the Fiscal Agent, the Master Servicer and the Special Servicer, as of the Closing Date, that: (ai) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses all licenses and authorizations necessary to carry on its state of incorporation;business. (bii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, does not and will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full corporate power, power and authority and legal right to execute, deliver and perform carry on its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally business as now being conducted and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been enter into and consummate all transactions contemplated by this Agreement, has duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been Agreement, and has duly authorized executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by all necessary corporate or other action on the part each of the Depositor other parties hereto, constitutes a valid, legal and do not require any approval of stockholders binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such executionenforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate constitute a violation of, any applicable law, governmental rule any order or regulation governing the Depositor decree of any court or any material portion of its property arbiter, or any order, judgment regulation or decree applicable demand of any federal, state or local governmental or regulatory authority, which violation, in the Depositor's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) The transfer of the Mortgage Loans to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor Trustee as contemplated herein requires the consent or approval ofno regulatory approval, the giving of notice toother than any such approvals as have been obtained, the registration with or the taking of any other action with respect and is not subject to any governmental authority bulk transfer or agency under similar law in effect in any existing law governing the Depositor or any material portion of its property; andapplicable jurisdiction. (gvii) there are no proceedings No litigation is pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or, in the aggregateDepositor's good faith and reasonable judgment, would is likely to materially and adversely affect either the Trust or would question the right, power and authority ability of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Agreement or the financial condition of the Depositor. (viii) Immediately prior to the transfer of the Mortgage Loans to the Trust Fund pursuant to this Agreement, (A) the Depositor has good and marketable title to, and is the sole owner and holder of, each Mortgage Loan; and (B) the Depositor has full right and authority to sell, assign and transfer the Mortgage Loans. (ix) The Depositor is transferring the Mortgage Loans to the Trust Fund free and clear of any liens, pledges, charges and security interests. (b) The representations and warranties of the Depositor set forth in Section 2.04(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware limited liability company with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign limited liability company in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to authorize have such qualifications, licenses and approvals would not have a material adverse effect on the execution, delivery and performance by it of this Trust Agreement;Depositor. (c) Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with to carry out its terms, subject ; Depositor has full power and authority to applicable bankruptcy, insolvency sell and similar laws affecting creditors’ rights generally assign the property to be sold and assigned to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been and deposited with Issuer and Depositor has duly authorized such sale and will have been duly assignment and validly executed, issued deposit to Issuer by all necessary corporate action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documentsinstrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of Depositor's knowledge, any order, rule or regulation applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or its properties. (e) of There are no proceedings or investigations pending or, to the Depositor's best knowledge, threatened before any court, regulatory body, TRUST AGREEMENT administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) violate any applicable law, governmental rule seeking to prevent the issuance of the Notes or regulation governing the Depositor Certificates or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions contemplated by the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other 42 ARTA- TRUPs organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders the board of directors of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) bylaws of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders the members of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation formation or by-laws limited liability company operating agreement (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in 3 TRUST AGREEMENT 9 which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this Trust Agreement assigned to and deposited with Issuer and Depositor has taken duly authorized such sale and assignment and deposit to Issuer by all necessary action to authorize corporate action; and the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered authorized by the Depositor and by all necessary corporate action. (d) This Agreement constitutes the a legal, valid valid, and binding agreement obligation of the Depositor Depositor, enforceable against the Depositor in accordance with its terms, subject subject, as to enforceability, to applicable bankruptcy, insolvency insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting creditors’ rights generally and to general principles of equity;equitable principles. (de) the Securities Certificates issued at the Closing Date on behalf The consummation of the Trust have been duly authorized transactions contemplated by this Agreement and will have been duly and validly executedthe fulfillment of the terms hereof do not conflict with, issued and delivered by the applicable Trustees pursuant to result in any breach of any of the terms and provisions of, and in accordance or constitute (with or without notice or lapse of time) a default under, the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documents) instrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the Depositor terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable lawlaw or, governmental to the best of Depositor's knowledge, any order, rule or regulation governing the applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property;properties. (f) neither There are no proceedings or investigations pending or, to the authorizationDepositor's best knowledge, execution threatened before any court, regulatory body, administrative agency or delivery by other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Trust Agreement nor Agreement, the Indenture, any of the other Basic Documents, 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 the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state franchise tax or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement Agreement, the Indenture and the Notes dated of even date herewith issued pursuant to the terms of the Indenture (the “Replacement Notes”), and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, the indenture and the Replacement Notes; (c) each of this Trust Agreement Agreement, the Indenture and each Replacement Note has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at on the Closing Date on behalf of the Trust date hereof have been duly authorized by the Trust and will have been duly be validly issued, fully paid and validly executed, issued non-assessable and delivered by will represent undivided beneficial interests in the applicable Trustees pursuant to assets of the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement, enforceable against the Trust in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; the issuance of the Securities is not subject to any preemptive or other similar rights; on the date hereof, all of the issued and outstanding Common Securities will be directly owned by the Depositor free and clear of any pledge, security interest, claim, lien or other encumbrance of any kind; (e) the execution, delivery and performance of this Trust Agreement Agroement, the Indenture and the Replacement Notes have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither (i) the authorization, execution or delivery by the Depositor of this Trust Agreement Agreement, the Indenture or the Replacement Notes nor (ii) the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement, the Indenture or the Replacement Notes.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equityequity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law); (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, when issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement will have been duly and validly executed, and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal having jurisdiction over the Company or the Trust that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full requisite corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its propertyproperty except any such consents as have been obtained and are in full force and effect; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders equity holders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation limited partnership or by-laws agreement of limited partnership (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property, other than those that have been or will be timely made or obtained; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this Trust Agreement assigned to and deposited with Issuer and Depositor has taken duly authorized such sale and assignment and deposit to Issuer by all necessary action to authorize corporate action; and the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered authorized by the Depositor and by all necessary corporate action. (d) This Agreement constitutes the a legal, valid valid, and binding agreement obligation of the Depositor Depositor, enforceable against the Depositor in accordance with its terms, subject subject, as to enforceability, to applicable bankruptcy, insolvency insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting creditors’ rights generally and to general principles of equity;equitable principles. (de) the Securities Certificates issued at the Closing Date on behalf The consummation of the Trust have been duly authorized transactions contemplated by this Agreement and will have been duly and validly executedthe fulfillment of the terms hereof do not conflict with, issued and delivered by the applicable Trustees pursuant to result in any breach of any of the terms and provisions of, and in accordance or constitute (with or without notice or lapse of time) a default under, the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documents) instrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the Depositor terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable lawlaw or, governmental to the best of Depositor's knowledge, any order, rule or regulation governing the applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property;properties. (f) neither There are no proceedings or investigations pending or, to the authorizationDepositor's best knowledge, execution threatened before any court, regulatory body, administrative agency or delivery by other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Trust Agreement nor Agreement, the Indenture, any of the other Basic Documents, 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 the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at the each Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders that: (a) the Trust Securities Certificates issued on the Closing Date or the Option Closing Date, if applicable, on behalf of the Trust have been duly authorized and, shall have been, duly and validly executed, issued and delivered by the Administrative Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders shall be, as of such date, entitled to the benefits of this Trust Agreement; and (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement. (c) the Depositor is a New York corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporationNew York; (bd) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ce) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and legally binding agreement of the Depositor enforceable against the Depositor it in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ , rights generally and to general principles of equityequity principles; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (ef) the execution, delivery and performance by the Depositor of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do does not require any approval of stockholders of the Depositor and such execution, delivery and performance will shall not (i) violate the articles or certificate of incorporation Depositor’s charter or by-laws (or other organizational documents) of the Depositor laws; or (ii) violate any applicable law, governmental rule or regulation of the United States or the State of Pennsylvania, as the case may be, governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property(as appropriate in context); (fg) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing state or federal law governing the Depositor or any material portion banking powers of its propertythe Depositor; and (gh) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal thatwhich, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, Depositor to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for to the benefit of the Holders Owner Trustee that: (a) the The Depositor is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with power and authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the failure to so qualify or to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Servicer or the Owner Trustee. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this assigned to and deposited with the Trust Agreement and has taken the Depositor shall have duly authorized such sale and assignment and deposit to the Trust by all necessary action to authorize the execution, delivery corporate action; and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by the Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (of the Depositor, or any indenture, agreement or other organizational documents) of instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against any order, rule or affecting regulation applicable to the Depositor of any court, federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any material portion its properties. (e) There are no proceedings or investigations pending, or, to the best of its property in any court or Depositor’s knowledge, threatened, before any governmental authoritycourt, federal or state regulatory body, administrative agency or arbitration board other governmental instrumentality having jurisdiction over the Depositor or tribunal thatits properties which (i) assert the invalidity of this Agreement or any of the Basic Documents, individually (ii) seek to prevent the consummation of any of the transactions contemplated by this Agreement or in any of the aggregateBasic Documents, would or (iii) seek any determination or ruling that might materially and adversely affect the Trust performance by the Depositor of its obligations under, or would question the rightvalidity or enforceability of, power and authority this Agreement or any of the Depositor, as the case may be, to enter into or perform its obligations under this Trust AgreementBasic Documents.

Representations and Warranties of Depositor. Pursuant to Article III, the Depositor has assigned to the Trust the benefit of, and its rights respecting, the representations and warranties made to the Depositor in the Purchase Agreement as to the Receivables on which the Trustee relies in accepting the Receivables in trust and executing and authenticating the Certificates. Such representations and warranties speak as of the execution and delivery of the Purchase Agreement but shall survive the sale, transfer, and assignment of the Receivables to the Trustee. (a) The Depositor hereby represents and warrants to the Trustee that it has entered into the Purchase Agreement with CTL, that CTL has made the representations and warranties set forth therein, that such representations and warranties run to and are for the benefit of the Holders that: (a) Depositor, and that pursuant to Article III of this Agreement the Depositor is a corporation duly organized, validly existing has transferred and in good standing assigned to the Trustee all rights of the Depositor to cause CTL under the laws Purchase Agreement to repurchase Receivables in the event of its state a breach of incorporation;such representations and warranties. (b) It is the intention of the Depositor has full corporate powerthat the transfer and assignment herein contemplated, authority taken as a whole, constitute a sale of the Receivables from the Depositor to the Trust and legal right that the beneficial interest in and title to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it Receivables not be part of this Trust Agreement; (c) this Trust Agreement the receivership estate in the event of the appointment of a receiver for the Depositor. No Receivable has been duly authorizedsold, executed and delivered transferred, assigned, or pledged by the Depositor to any Person other than the Trustee. Immediately prior to the transfer and constitutes assignment herein contemplated, the legalDepositor had good and marketable title to each Receivable free and clear of all liens, valid and binding agreement and, immediately upon the transfer thereof, the Trustee (for the benefit of the Depositor enforceable against Certificateholders and the Depositor in accordance with its termsSurety Bond Issuer) shall have good and marketable title to each Receivable, subject free and clear of all liens and rights of others, except for the rights of the Certificateholders and the Surety Bond Issuer; and the transfer has been perfected under the UCC. On or prior to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of Date, all filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Trust Trustee a first perfected ownership interest in the Receivables shall have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreementmade.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this Trust Agreement assigned to and deposited with Issuer and Depositor has taken duly authorized such sale and assignment and deposit to Issuer by all necessary action to authorize corporate action; and the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered authorized by the Depositor and by all necessary corporate action. (d) This Agreement constitutes the a legal, valid valid, and binding agreement obligation of the Depositor Depositor, enforceable against the Depositor in accordance with its terms, subject subject, as to enforceability, to applicable bankruptcy, insolvency insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting creditors’ rights generally and to general principles of equity;equitable principles. (de) the Securities Certificates issued at the Closing Date on behalf The consummation of the Trust have been duly authorized transactions contemplated by this Agreement and will have been duly and validly executedthe fulfillment of the terms hereof do not conflict with, issued and delivered by the applicable Trustees pursuant to result in any breach of any of the terms and provisions of, and in accordance or constitute (with or without notice or lapse of time) a default under, the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable lawDepositor, governmental rule or regulation governing the Depositor or any material portion of its property indenture, agreement or any order, judgment other instrument to which Depositor is a party or decree applicable to by which it is bound; nor result in the Depositor creation or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation imposition of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of Lien upon any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.TRUST AGREEMENT

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this Trust Agreement assigned to and deposited with Issuer and Depositor has taken duly authorized such sale and assignment and deposit to Issuer by all necessary action to authorize corporate action; and the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered authorized by the Depositor and by all necessary corporate action. (d) This Agreement constitutes the a legal, valid valid, and binding agreement obligation of the Depositor Depositor, enforceable against the Depositor in accordance with its terms, subject subject, as to enforceability, to applicable bankruptcy, insolvency insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting creditors’ rights generally and to general principles of equity;equitable principles. (de) the Securities Certificates issued at the Closing Date on behalf The consummation of the Trust have been duly authorized transactions contemplated by this Agreement and will have been duly and validly executedthe fulfillment of the terms hereof do not conflict with, issued and delivered by the applicable Trustees pursuant to result in any breach of any of the terms and provisions of, and in accordance or constitute (with or without notice or lapse of time) a default under, the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable lawDepositor, governmental rule or regulation governing the Depositor or any material portion of its property indenture, agreement or any order, judgment other instrument to which Depositor is a party or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.which

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware limited liability company with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) the Depositor has full corporate poweris duly qualified to do business as a foreign limited liability company in good standing, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken obtained all necessary action licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to authorize have such qualifications, licenses and approvals would not have a material adverse effect on the execution, delivery and performance by it of this Trust Agreement;Depositor. (c) Depositor has the power and authority to execute and deliver this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with to carry out its terms, subject ; Depositor has full power and authority to applicable bankruptcy, insolvency sell and similar laws affecting creditors’ rights generally assign the property to be sold and assigned to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been and deposited with Issuer and Depositor has duly authorized such sale and will have been duly assignment and validly executed, issued deposit to Issuer by all necessary corporate action; and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by Depositor by all necessary corporate or other action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and the fulfillment of the terms hereof do not require conflict with, result in any approval breach of stockholders any of the Depositor terms and such executionprovisions of, delivery and performance will not or constitute (iwith or without notice or lapse of time) violate a default under, the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable lawDepositor, governmental rule or regulation governing the Depositor or any material portion indenture, agreement or other instrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its property or any order, judgment or decree applicable properties pursuant to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation terms of any of such indenture, agreement or other instrument (other than pursuant to the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of Basic Documents); nor violate any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of Depositor's knowledge, any order, rule or regulation applicable to Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or its properties. (e) There are no proceedings or investigations pending or, to the Depositor’s 's best knowledge, threatened against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in properties: (i) asserting the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.invalidity

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;; [TPW: NYLEGAL:665345.3] 20965-00009 07/20/2007 07:46 PM (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders to Owner Trustee that: (a) the Depositor is a corporation duly organized, organized and validly existing as a Delaware corporation with power and in good standing under the laws of authority to own its state of incorporation;properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (c) Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; Depositor has full corporate power, power and authority to sell and legal right assign the property to execute, deliver be sold and perform its obligations under this Trust Agreement assigned to and deposited with Issuer and Depositor has taken duly authorized such sale and assignment and deposit to Issuer by all necessary action to authorize corporate action; and the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered authorized by the Depositor and by all necessary corporate action. (d) This Agreement constitutes the a legal, valid valid, and binding agreement obligation of the Depositor Depositor, enforceable against the Depositor in accordance with its terms, subject subject, as to enforceability, to applicable bankruptcy, insolvency insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting creditors’ rights generally and to general principles of equity;equitable principles. (de) the Securities Certificates issued at the Closing Date on behalf The consummation of the Trust have been duly authorized transactions contemplated by this Agreement and will have been duly and validly executedthe fulfillment of the terms hereof do not conflict with, issued and delivered by the applicable Trustees pursuant to result in any breach of any of the terms and provisions of, and in accordance or constitute (with or without notice or lapse of time) a default under, the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (of Depositor, or any material indenture, agreement or other organizational documents) instrument to which Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the Depositor terms of any such indenture, agreement or other instrument (ii) other than pursuant to the Basic Documents); nor violate any applicable lawlaw or, governmental to the best of Depositor's knowledge, any order, rule or regulation governing the applicable to Depositor of any court or of any Federal or TRUST AGREEMENT state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property;properties. (f) neither There are no proceedings or investigations pending or, to the authorizationDepositor's best knowledge, execution threatened before any court, regulatory body, administrative agency or delivery by other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Trust Agreement nor Agreement, the Indenture, any of the other Basic Documents, 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 the Depositor contemplated herein requires the consent or approval ofthis Agreement, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor Indenture or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledgeother Basic Documents, threatened against (iii) seeking any determination or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would ruling that might materially and adversely affect the Trust performance by the Depositor or would question its obligations under, or the rightvalidity or enforceability of, power and authority this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Depositor, as Notes and the case may be, to enter into or perform its obligations under this Trust AgreementCertificates.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate limited liability power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders members of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation formation or by-laws operating agreement (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a limited liability corporation duly organized, validly existing and in good standing under the laws of its state of incorporationformation; (b) the Depositor has full corporate limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate limited liability company or other action on the part of the Depositor and do not require any approval of stockholders the members of the Depositor and such execution, delivery and performance will not (i) violate the articles certificate formation or certificate of incorporation or by-laws limited liability company operating agreement (or other the organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate organizational power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at on the Closing Date on behalf of the Trust date hereof have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither (i) the authorization, execution or delivery by the Depositor of this Trust Agreement nor (ii) the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) each of the Depositor and the Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state or Bermuda province of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or the Parent Guarantor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor or by the Parent Guarantor respectively contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing either the Depositor or any material portion of its any of their respective property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor Depositor, the Parent Guarantor or any material portion of its any of their respective property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement; and (h) the Parent Guarantor owns and, at all times while any amounts by the Depositor under any of the Operative Documents remains outstanding, shall continue to own one hundred percent (100%) of the outstanding capital stock of the Depositor.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders and the Trustees that: (a) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the Depositor has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity; (d) the Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) cause the Depositor to violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither the authorization, execution or delivery by the Depositor of this Trust Agreement nor the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) the Depositor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporationorganization; (b) the Depositor has full corporate organizational power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general principles of equity; (d) the Securities Certificates issued at on the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the applicable Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; (e) the execution, delivery and performance of this Trust Agreement have has been duly authorized by all necessary corporate or other action on the part of the Depositor and do not require any approval of stockholders of the Depositor and such execution, delivery and performance will not (i) violate the articles or certificate of incorporation or by-laws (or other organizational documents) of the Depositor or (ii) violate any applicable law, governmental rule or regulation governing the Depositor or any material portion of its property or any order, judgment or decree applicable to the Depositor or any material portion of its property; (f) neither (i) the authorization, execution or delivery by the Depositor of this Trust Agreement nor (ii) the consummation of any of the transactions by the Depositor contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law governing the Depositor or any material portion of its property; and (g) there are no proceedings pending or, to the best of the Depositor’s 's knowledge, threatened against or affecting the Depositor or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Depositor, as the case may be, to enter into or perform its obligations under this Trust Agreement.