Common use of Additional Representations and Warranties of the Trustee Clause in Contracts

Additional Representations and Warranties of the Trustee. (a) The Trustee shall be deemed to represent to the Company as of the date hereof and on each date on which information is provided to the Company under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed in writing to the Company prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against it that would be material to Certificateholders; and (ii) the Trustee is not an affiliate (as contemplated by Item 1119(a) of Regulation AB) of the Company or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as each of such terms are used in Regulation AB), as identified by the Company to the Trustee in writing as of the Closing Date (each, a "Transaction Party"). The Company shall notify the Trustee of any change in the identity of a Transaction Party after the Closing Date. (b) If so requested by the Company on any date following the Closing Date, the Trustee shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide the pertinent facts, in writing, to the Company. Any such request from the Company shall not be given more than once each calendar quarter, unless the Company shall have a reasonable basis for a determination that any of the representations and warranties may not be accurate.