Indenture
relating to the conduct of, affecting the liability of, or affording protection
to, the Indenture Trustee.
Every such instrument of appointment shall be
furnished to the Indenture Trustee and each Series Enhancer.
Any separate trustee, co-trustees, or custodian may, at any time, constitute the
Indenture Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture on its behalf and in its name.
If any separate trustee,
co-trustee, or custodian shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee or custodian.
No separate trustee, co-trustee or custodian hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 906 hereof and no
notice to Noteholders of the appointment thereof shall be required under Section
908 hereof.
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The Indenture Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Indenture Trustee's obligations hereunder.
SECTION 911.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
THE INDENTURE TRUSTEE
HEREBY REPRESENTS, WARRANTS AND COVENANTS AS OF THE EFFECTIVE DATE OF EACH
SERIES THAT:
(A)
ORGANIZATION AND GOOD STANDING.
THE INDENTURE TRUSTEE IS A NEW
YORK BANKING CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF NEW YORK, AND HAS THE POWER TO OWN ITS ASSETS AND
TO TRANSACT THE BUSINESS IN WHICH IT IS PRESENTLY ENGAGED;
(B)
AUTHORIZATION.
THE INDENTURE TRUSTEE HAS THE POWER, AUTHORITY AND
LEGAL RIGHT TO EXECUTE, DELIVER AND PERFORM THIS INDENTURE AND EACH SUPPLEMENT
AND TO AUTHENTICATE THE NOTES, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS INDENTURE AND EACH SUPPLEMENT AND THE AUTHENTICATION OF THE NOTES HAS BEEN
DULY AUTHORIZED BY THE INDENTURE TRUSTEE BY ALL NECESSARY CORPORATE ACTION;
(C)
BINDING OBLIGATIONS.
THIS INDENTURE AND EACH SUPPLEMENT, ASSUMING
DUE AUTHORIZATION, EXECUTION AND DELIVERY BY THE ISSUER, CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE INDENTURE TRUSTEE, ENFORCEABLE AGAINST THE
INDENTURE TRUSTEE IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT (I) SUCH ENFORCEMENT
MAY BE SUBJECT TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS (WHETHER STATUTORY, REGULATORY OR DECISIONAL) NOW OR HEREAFTER IN
EFFECT RELATING TO CREDITORS' RIGHTS GENERALLY AND THE RIGHTS OF TRUST COMPANIES
IN PARTICULAR AND (II) THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND
OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO CERTAIN EQUITABLE DEFENSES AND
TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE
BROUGHT, WHETHER IN A PROCEEDING AT LAW OR IN EQUITY;
(D)
NO VIOLATION.
THE PERFORMANCE BY THE INDENTURE TRUSTEE OF ITS
OBLIGATIONS UNDER THIS INDENTURE AND EACH SUPPLEMENT WILL NOT CONFLICT WITH,
RESULT IN ANY BREACH OF ANY OF THE TERMS AND PROVISIONS OF, OR CONSTITUTE (WITH
OR WITHOUT NOTICE, LAPSE OF TIME OR BOTH) A DEFAULT