Citigroup Trust Clause Samples

Citigroup Trust. Delaware, N.A. hereby represents and warrants to the Transferor for the benefit of the Certificateholder, that: (i) It is a federally chartered trust company validly existing under the federal laws of the United States of America. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. It is either a resident of the State of Delaware or has its principal place of business in the State of Delaware, in each case, within the meaning of Section 3807(a) of the Statutory Trust Act. (ii) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (iii) This Agreement constitutes a legal, valid and binding obligation of the Issuer Delaware Trustee, enforceable against the Issuer Delaware Trustee in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting enforcement of the rights of creditors of banks generally and to equitable limitations on the availability of specific remedies. (iv) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Issuer Delaware Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.