enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
(ix) Description of the Notes and Basic Documents. The Notes and the Basic Documents conform in all material respects to
the descriptions thereof and the statements relating thereto contained in the Preliminary Prospectus and the Prospectus.
(x) No Conflicts and No Violation. The execution, delivery and performance by the Depositor of the Depositor Agreements,
this Agreement and the Notes and the consummation of the transactions contemplated herein or therein do not and will not (A) conflict with or constitute a breach of any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of its properties, operations or assets is subject, except for conflicts
or breaches that, individually or in the aggregate, would not result in a Material Adverse Effect with respect to the Depositor, (B) result in the creation or imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other
security interest (collectively, Liens) upon any of its property or assets except for Liens permitted by the Basic Documents and (C) result in any violation of the provisions of its limited liability company agreement or any
applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Depositor or any of its assets, properties or operations.
(xi) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any
court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Depositor, threatened, against or affecting the Depositor which is required to be disclosed in the Registration Statement, the Preliminary Prospectus
or the Prospectus (other than as stated therein or stated in a document incorporated by reference therein), or which might reasonably be expected to result in a Material Adverse Effect with respect to the Depositor; the aggregate of all pending
legal or governmental proceedings to which the Depositor is a party or of which any of its properties or assets is subject which are not described in the Registration Statement, the Preliminary Prospectus or the Prospectus, including ordinary
routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect with respect to the Depositor.
(xii) Absence of Further Requirements. No filing with or authorization, approval, consent, license, order, registration,
qualification or decree of any court, governmental authority or agency or any other person is necessary in connection with the issuance of the Notes and the offering and sale of the Notes, the authorization, execution, delivery and performance
by the Depositor of the Depositor Agreements or this Agreement or the consummation by the Depositor of the transactions contemplated hereby or thereby, except such as will have been obtained on or prior to, and will be in full force and effect
as of, the Closing Time.