Common use of Limited Representations or Warranties of the Owner Trustee Clause in Contracts

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage Loans, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy of any statement made by a Person other than the [Bank] or the Owner Trustee contained in any Operative Agreement. The [Bank] represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) and the Certificateholders that: (a) The [Bank] is a banking corporation, duly organized, validly existing and in good standing under the laws of the state of __________________; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] is a party, will not violate any provisions of the [Bank's] charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party are the legal, valid and binding obligations of the [Bank], in its individual capacity, enforceable against the [Bank] in accordance with their respective terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] or the Owner Trustee or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] assets or property, which would materially and adversely affect the ability of the [Bank] or Owner Trustee to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage LoansUnderlying Certificates, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy correctness of any statement made by a Person other than the [Bank] Bank or the Owner Trustee contained in any Operative Agreement. The [Bank] Bank represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) Depositor and the Certificateholders that: (a) The [Bank] Bank is a banking corporation, duly organized, validly existing and in good standing under the laws of the state of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party are the legal, valid and binding obligations obligation of the [Bank], in its individual capacity, enforceable against the [Bank] Bank in accordance with their respective its terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to of the [Bank] State of Delaware or of the Owner Trustee United States governing the banking and trust powers of the Bank or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] assets or property, which would materially and adversely affect the ability of the [Bank] or Owner Trustee Bank to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, Bank in any court or by or before any other governmental agency or instrumentality of the State of Delaware or of the United States governing the banking and trust powers of the Bank which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, Bank to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage LoansDaiwa FLOWS Certificates, and or (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement Related Agreement, except as set forth below or as to the accuracy correctness of any statement made by a Person person or entity other than the [Bank] Bank or the Owner Trustee contained in any Operative Related Agreement. The [Bank] Bank represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) Noteholders and the Certificateholders that: (a) The [Bank] Bank is a banking corporationbank and trust company, duly organized, validly existing and in good standing under the laws of the state of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] Bank of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party are the legal, valid and binding obligations of the [Bank], in its individual capacity, enforceable against the [Bank] Bank in accordance with their respective terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated by this Trust Agreement do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] Bank or the Owner Trustee or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] 's assets or property, which would materially and adversely affect the ability of the [Bank] Bank or the Owner Trustee to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage LoansPledged Certificates, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy correctness of any statement made by a Person person or entity other than the [Bank] Bank or the Owner Trustee contained in any Operative Agreement. The [Bank] Bank represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) Bondholders and the Certificateholders that: (a) The [Bank] Bank is a banking corporation, duly organized, validly existing and in good standing under the laws of the state of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] Bank of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party are the legal, valid and binding obligations of the [Bank], in its individual capacity, enforceable against the [Bank] Bank in accordance with their respective terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] Bank or the Owner Trustee or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] 's assets or property, which would materially and adversely affect the ability of the [Bank] Bank or Owner Trustee to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage Loans, and (ii) any representation or warranty as to the validity or enforceability of any of the Operative Agreement Agreements except as set forth below below, or (iii) any representation or warranty as to the accuracy of any statement made by a Person other than the [Bank] or the Owner Trustee Bank contained in any of the Operative AgreementAgreements. The [Bank] Bank represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) and the Certificateholders Ownership Certificateholder that: (a) The [Bank] Bank is a banking corporation, duly organized, validly existing and in good standing under the laws Laws of the state State of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, of this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylawsby-laws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] Bank of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, Bank has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it the Bank is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it the Bank is a party are the legal, valid and binding obligations of the [Bank], in its individual capacity, enforceable against the [Bank] Bank in accordance with their respective terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws Laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any lawLaw, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] or the Owner Trustee Bank or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien lien on any of the [Bank's] 's assets or property, which would materially and adversely affect the ability of the [Bank] Bank or Owner Trustee to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage LoansUnderlying Certificate, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy correctness of any statement made by a Person other than the [Bank] or the Owner Trustee Bank contained in any Operative Agreement. The [Bank] Bank represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) Depositor and the Certificateholders that: (a) The [Bank] Bank is a banking corporation, duly organized, validly existing and in good standing under the laws of the state of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party are the legal, valid and binding obligations obligation of the [Bank], in its individual capacity, enforceable against the [Bank] Bank in accordance with their respective its terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] or the Owner Trustee Bank or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] assets or property, which would materially and adversely affect the ability of the [Bank] or Owner Trustee Bank to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, Bank in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, Bank to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage LoansPledged Securities, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy correctness of any statement made by a Person person or entity other than the [Bank] Bank or the Owner Trustee contained in any Operative Agreement. The [Bank] Bank represents, warrants and covenants to and for the benefit of the Depositor, the Indenture Trustee (for the benefit of the Bondholders) Bondholders and the Certificateholders that: (a) The [Bank] Bank is a banking corporation, duly organized, validly existing and in good standing under the laws of the state of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] Bank of this Deposit Trust Agreement; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it is a party are the legal, valid and binding obligations of the [Bank], in its individual capacity, enforceable against the [Bank] Bank in accordance with their respective terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] Bank or the Owner Trustee or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] 's assets or property, which would materially and adversely affect the ability of the [Bank] Bank or Owner Trustee to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, to carry out the transactions contemplated by this Deposit Trust Agreement.

Limited Representations or Warranties of the Owner Trustee. Neither the [Bank] Bank nor the Owner Trustee makes (i) any representation or warranty, either express or implied, as to the title to or value of the Mortgage Loans, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy correctness of any statement made by a Person person or entity other than the [Bank] Bank or the Owner Trustee contained in any Operative Agreement. The [Bank] Bank represents, warrants and covenants to and for the benefit of the DepositorCompany, the Manager, the Owner Trust, the Indenture Trustee (for Trustee, and the benefit holders of the Bondholders) Bonds and the Certificateholders Owner Trust Certificates that: (a) The [Bank] Bank is a banking corporation, duly organized, organized and validly existing as a bank and trust company in good standing under the laws of the state State of __________________Delaware; (b) The execution and delivery by the [Bank], and the performance and compliance by the [Bank] Bank with the terms of, this Deposit Trust Agreement and any and all documents to be executed or delivered by the [Bank] Bank in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement Agreement, and such other documents executed in connection herewith to which the [Bank] Bank is a party, will not violate any provisions of the [Bank's] 's charter or bylaws, and no consent, approval, authorization or order of or filing with or notice to any court or governmental agency or body is required for the execution, delivery or performance by the [Bank] of this Deposit Trust AgreementBank hereof or thereof; (c) The [Bank], in its individual capacity, has full power and authority and has taken all action necessary to execute and deliver this Deposit Trust Agreement and any and all documents to be executed or delivered by it in its individual capacity in connection with this Deposit Trust Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Deposit Trust Agreement and such other documents executed in connection herewith to which it or the Owner Trust is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it or the Owner Trust is a party are the legal, valid and binding obligations of the [Bank], Bank in its individual capacitycapacity or the Owner Trust, as applicable, enforceable against the [Bank] Bank or the Owner Trust, as applicable in accordance with their respective terms, except as such terms may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) The consummation of the transactions hereby contemplated do not conflict with, violate or contravene any law, rule, regulation or judicial, governmental or administrative order applicable to the [Bank] Bank or the Owner Trustee or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the [Bank] Bank is a party or by which it is bound, or any order or decree applicable to the [Bank], or result in the creation or imposition of any Lien on any of the [Bank's] 's assets or property, which would materially and adversely affect the ability of the [Bank] Bank or Owner Trustee to carry out the transactions contemplated by this Deposit Trust Agreement; and (e) There is no action, suit or proceeding pending against the [Bank], in its individual capacity or as Owner Trustee, in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the [Bank], in its individual capacity or as Owner Trustee, to carry out the transactions contemplated by this Deposit Trust Agreement.