Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware. (ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust. (iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust. (iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound. (v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee. (vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 7 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2011-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-D)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly authorized, executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee, in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware (which amendment has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (A) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee, or any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (B) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee or any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, knowledge without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes Agreement or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 5 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such the other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly authorized, executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee, in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware (which amendment has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (A) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or (B) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 5 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of XxxxxxxxRxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 4 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2010-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-C)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and the Certificate of Trust, to act as Owner Trustee under the Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each the Trust Agreement is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of enforceable against the TrustOwner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery performance by the Owner Trustee of the Trust Agreement and nor the Certificate of Trust consummation by the Owner Trustee and of any of the transactions contemplated thereby (including the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach Trust of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument Transaction Documents to which the Owner Trustee in its respective capacities Trust is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteeparty), requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States of America governing the banking or trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby (including the execution and delivery on behalf of the Trust of the Transaction Documents to which the Trust is a party), (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or, to such counsel’s knowledge without independent investigation, any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee, or, to such counsel’s knowledge without independent investigation, any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Transaction Documents to which the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes is a party or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge, without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 4 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-C)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly authorized, executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State (which amendment has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee, or any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee or any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, knowledge without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which that involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes Agreement or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 3 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-2), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-2), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-1)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxxxx Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement and the Control AgreementAgreements. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement and the Control Agreement Agreements has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control Agreement Agreements and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control Agreement Agreements or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control AgreementAgreements, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements or the Notes.
Appears in 3 contracts
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-A), Underwriting Agreement (Ford Credit Auto Lease Trust 2011-A), Underwriting Agreement (Ford Credit Auto Lease Trust 2011-B)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and the Certificate of Trust, to act as Owner Trustee under the Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each the Trust Agreement is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of enforceable against the TrustOwner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery performance by the Owner Trustee of the Trust Agreement and nor the Certificate of Trust consummation by the Owner Trustee and of any of the transactions contemplated thereby (including the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach Trust of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument Transaction Documents to which the Owner Trustee in its respective capacities Trust is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteeparty), requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States of America governing the banking trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby (including the execution and delivery on behalf of the Trust of the Transaction Documents to which the Trust is a party), (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 3 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2015-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2014-C)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly authorized, executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State (which amendment has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (A) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee, or any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (B) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee or any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, knowledge without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which that involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes Agreement or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 3 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-4), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-5)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of XxxxxxxxRxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale Transfer and Servicing Agreement, Agreements and the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale Transfer and Servicing Agreement, Agreements and the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2010-5), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2009-2)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. [___________] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, created and validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransaction contemplated thereby.
(iii) Each The Agreement of Resignation, Appointment and Acceptance, dated as of April 11, 2007, among the Trust Agreement Depositors, the Bank of New York and the Certificate Bank of New York (Delaware) and U.S. Bank Trust National Association, has been duly executed and delivered by the Owner Trustee and each of the Indentureauthorized, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee, in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State (which has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee, or any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United Stated of America governing the trust powers of the Owner Trustee or any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, knowledge without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which that involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Corp), Underwriting Agreement (Ford Credit Floorplan Corp)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-E)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and Agreement, to act as Owner Trustee under the Certificate of Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trustenforceable against it in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States governing the trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-A), Underwriting Agreement (Ford Credit Auto Lease Trust 2014-B)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement and the Control AgreementAgreements. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement and the Control Agreement Agreements has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control Agreement Agreements and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control Agreement Agreements or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control AgreementAgreements, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-A), Underwriting Agreement (Ford Credit Auto Lease Trust 2012-B)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and Agreement, to act as Owner Trustee under the Certificate of Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trustenforceable against it in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or, to such counsel’s knowledge without independent investigation, any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States governing the trust powers of the Owner Trustee, or, to such counsel’s knowledge without independent investigation, any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes Agreement or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge, without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-A), Underwriting Agreement (Ford Credit Auto Lease Trust 2013-B)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Swap (if any) and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Swap (if any) and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement or the Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2008-C)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositor[s] and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. _______________ (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association an [entity type] duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware[State].
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale Transfer and Servicing Agreement, Agreement[s] and the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale Transfer and Servicing Agreement, Agreement[s] and the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware [State] which involve the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Corp)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and Agreement, to act as Owner Trustee under the Certificate of Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trustenforceable against it in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States governing the trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-B)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and the Certificate of Trust, to act as Owner Trustee under the Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each the Trust Agreement is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of enforceable against the TrustOwner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery performance by the Owner Trustee of the Trust Agreement and nor the Certificate of Trust consummation by the Owner Trustee and of any of the transactions contemplated thereby (including the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach Trust of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument Transaction Documents to which the Owner Trustee in its respective capacities Trust is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteeparty), requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States of America governing the banking or trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby (including the execution and delivery on behalf of the Trust of the Transaction Documents to which the Trust is a party), (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or, to such counsel’s knowledge without independent investigation, any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee, or, to such counsel’s knowledge without independent investigation, any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Transaction Documents to which the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes is a party or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge, without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Swap (if any) and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Swap (if any) and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. [ ] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly authorized, executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State (which amendment has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (A) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee, or any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (B) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee or any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, knowledge without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which that involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes Agreement or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. [___________] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreements, the Administration Agreement, the Administration Control Agreement and the Series 20__-_ Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreements, the Administration Agreement, the Administration Control Agreement and the Series 20__-_ Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Corp)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Hedge (if any) and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Hedge (if any) and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-A)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of XxxxxxxxRichards, Xxxxxx Layton & Finger P.A. (or such other counsel satisfactory to the Representatives xxx Xxxxxxxxxxxxves in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Swap (if any) and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement Agreement, the Interest Rate Swap (if any) and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place States of business in the State of DelawareAmerica.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and the Certificate of Trust, to act as Owner Trustee under the Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each the Trust Agreement is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of enforceable against the TrustOwner Trustee in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery performance by the Owner Trustee of the Trust Agreement and nor the Certificate of Trust consummation by the Owner Trustee and of any of the transactions contemplated thereby (including the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach Trust of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument Transaction Documents to which the Owner Trustee in its respective capacities Trust is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteeparty), requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States of America governing the banking or trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby (including the execution and delivery on behalf of the Trust of the Transaction Documents to which the Trust is a party), (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or, to the counsel’s knowledge without independent investigation, any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee, or, to the counsel’s knowledge without independent investigation, any court decree applicable to the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Transaction Documents to which the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes is a party or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To the counsel’s knowledge, without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
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Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-B)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the each Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, created and validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and to consummate the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransaction contemplated thereby.
(iii) Each The Agreement of Resignation, Appointment and Acceptance, dated as of April 11, 2007, among the Depositors, The Bank of New York and The Bank of New York (Delaware) and U.S. Bank Trust Agreement and the Certificate of Trust National Association, has been duly executed and delivered by the Owner Trustee and each of the Indentureauthorized, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf and the Trust Agreement constitutes a legal, valid and binding agreement of the TrustOwner Trustee, enforceable against the Owner Trustee, in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, no the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking or trust powers of the Owner Trustee, other than the filing of an amendment to the Certificate of Trust with the Secretary of State (which amendment has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) conflicts with or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee, or any agreement, indenture or other instrument to which the Owner Trustee is a party or by which it or any of its properties may be bound or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States of America governing the trust powers of the Owner Trustee or any court decree applicable to the Owner Trustee.
(vi) To the best of such counsel’s knowledge, knowledge without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which that involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes Agreement or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement Agreement.
(vii) To such counsel’s knowledge without independent investigation, there exist no liens, security interests or the Certificate of Trust or to execute and deliver, on behalf charges affecting any of the Trust, property of the Indenture, Trust resulting from acts of or claims against the Sale and Servicing Owner Trustee that are unrelated to the transactions contemplated by the Trust Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-1)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. _____________________ (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is duly formed and validly existing as a national banking association duly created, validly existing and in good standing with trust powers under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary the power and authority to execute execute, deliver and deliver perform its obligations under the Trust Agreement and Agreement, to act as Owner Trustee under the Certificate of Trust Agreement, and to execute and deliver, on behalf of consummate the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trusttransactions contemplated thereby.
(iii) Each of the The Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the Owner Trustee and each is the legal, valid and binding agreement of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trustenforceable against it in accordance with its terms.
(iv) The execution Neither the execution, delivery and delivery of the Trust Agreement and the Certificate of Trust performance by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Trust Agreement, nor the Administration Agreement, the Control Agreement and the Notes consummation by the Owner Trustee, on behalf Trustee of any of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trusteetransactions contemplated thereby, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, with or the taking of any other action with in respect toof, any governmental authority or agency under the laws of the State of Delaware or the any federal laws law of the United States governing the banking trust powers of the Owner Trustee, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which certificate has been duly filed).
(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of any of the transactions contemplated thereby, (i) violates or constitutes a breach of or default under the Certificate of Trust, the Trust Agreement, the articles of association or by-laws of the Owner Trustee or (ii) violates any law, governmental rule or regulation of the State of Delaware or any federal law of the United States governing the trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of XxxxxxxxRichards, Xxxxxx Layton & Finger P.A. (or such other counsel satisfactory to the Representatives xxx Xxxxxxxxxxxxves in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and Agreement, the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s 's organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s 's knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s 's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s 's knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement or the Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Owner Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. _________. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
(i) The Owner Trustee is a national banking association duly created, validly existing and in good standing under the laws of the United States, with its principal place of business in the State of Delaware.
(ii) The Owner Trustee has all necessary power and authority to execute and deliver the Trust Agreement and the Certificate of Trust and to execute and deliver, on behalf of the Trust, each of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement and the Control AgreementAgreements. The Owner Trustee has all necessary power and authority to execute the Notes on behalf of the Trust.
(iii) Each of the Trust Agreement and the Certificate of Trust has been duly executed and delivered by the Owner Trustee and each of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement and the Control Agreement Agreements has been duly executed and delivered by the Owner Trustee on behalf of the Trust. Each of the Notes has been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
(iv) The execution and delivery of the Trust Agreement and the Certificate of Trust by the Owner Trustee and the execution and delivery of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control Agreement Agreements and the Notes by the Owner Trustee, on behalf of the Trust, does not conflict with or result in a breach of or constitute a default under the Owner Trustee’s organization certificate or by-laws, any federal or Delaware law, rule or regulation governing its banking or trust powers or, to the best of counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the best of counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Owner Trustee in its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee, on behalf of the Trust, of the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control Agreement Agreements or the Notes nor the execution and delivery of the Trust Agreement or the Certificate of Trust by the Owner Trustee, requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel’s knowledge, without independent investigation, there are no actions or proceedings pending or threatened against the Owner Trustee in any court or before any governmental authority, arbitration board or tribunal of the State of Delaware which involve the Trust Agreement, the Indenture, the Second Tier Sale and Servicing Agreement, the Administration Agreement, the Control AgreementAgreements, the Certificate of Trust or the Notes or would question the right, power or authority of the Owner Trustee to enter into or perform its obligations under the Trust Agreement or the Certificate of Trust or to execute and deliver, on behalf of the Trust, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements or the Notes.
Appears in 1 contract
