Representation and Warranties of the Issuer. (a) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law.
(b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest.
(c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the Collateral, subject only to exceptions permitted hereby.
(d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act.
(e) This Agreement shall constitute a security agreement under applicable law and shall be deemed to create valid and continuing security interests (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer;
(f) Other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, has not authorized the filing of and is not aware of any financing statements against the Collateral that includes a description of collateral covering the Collateral other than any financing statements relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of...
Representation and Warranties of the Issuer. The Issuer represents and warrants as of the Date of Issuance and covenants as follows:
Representation and Warranties of the Issuer. The Issuer represents and warrants to the Purchaser as follows:
Representation and Warranties of the Issuer. The Issuer hereby represents and warrants to the Trustee and each of the Noteholders (it being understood that each other party is relying on these representations and warranties in entering into this Agreement and the other Transaction Documents) that as of the date hereof:
Representation and Warranties of the Issuer. The Issuer makes the following representations and warranties:
(i) This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms, enforceable in accordance with its terms, except as limited by (x) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (y) general principles of equity.
(ii) The Issuer has not entered into any agreement with any other person relating to the Securities pursuant to which it has agreed to comply with instructions (as defined in Section 8-102 of the UCC) of such person. The Issuer has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Issuer to comply with instructions as agreed in Section 2 hereof.
Representation and Warranties of the Issuer. The Issuer represents and warrants to the Holders as follows:
Representation and Warranties of the Issuer. The representations and warranties of the Issuer contained in Article VI of the Series 2006-2 Supplement and all of the other Series 2006-2 Transaction Documents to which the Issuer is a party are hereby incorporated herein by reference and made for the benefit of the parties hereto, with the same force and effect as if such representations and warranties were set forth herein in full. In addition, the Issuer represents and warrants, as to itself, as follows:
Representation and Warranties of the Issuer. The Issuer represents and warrants to, and agrees with, each Distributor as follows:
(a) Registration statements (Nos. 33-60705 and 333-17309), relating to $700,000,000 initial offering price of debt securities of the Issuer (the "Registered Securities"), including a prospectus which, as supplemented from time to time, shall be used in connection with sales of the Notes, have been filed with the Securities and Exchange Commission (the "Commission") and have been declared effective under the Securities Act of 1933, as amended (the "Act"). Such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), are hereinafter collectively referred to as the "Registration Statement", and the prospectus included in the Registration Statement, as supplemented as of the Closing Date, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date.
(b) On the effective date of each part of the Registration Statement, such part of the Registration Statement conformed in all respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the rules and regulations of the Commission under the Act, the Exchange Act and the Trust Indenture Act ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, at each of the times of acceptance and delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplement to the Registration Statement or the Prospectus (other than by a Pricing Supplement; the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), each part of the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Act, the Exchange Act, the Trust Indenture Act and the Rules a...
Representation and Warranties of the Issuer. The Issuer hereby covenants, represents and warrants to and for the benefit of the Company that:
(a) The Issuer will, at all times, comply with all applicable rules, regulations and orders of any court, government or unit agency thereof.
(b) This Agreement has been duly and validly authorized, executed and delivered by and on behalf of the Issuer and constitutes the valid and binding agreement of the Issuer enforceable in accordance with its terms subject to any bankruptcy, insolvency, moratorium, reorganization or other laws affecting the enforceability of creditor's rights generally, from time to time in effect and except as the indemnification provisions of SECTION 6 hereof may be limited under the federal securities laws.
(c) The Issuer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all action required by law, its certificate of incorporation, its By-Laws or otherwise to authorize the execution, delivery and performance of this Agreement and the execution, delivery and performance of this Agreement does not violate the provisions of the Certificate of Incorporation. or By-Laws of the Issuer or any law or any agreement to which the Issuer is a party or of any court or any governmental body or administrative agency having jurisdiction over the Issuer, as described in the Offering Document.
Representation and Warranties of the Issuer. The Issuer makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(1) It is duly organized as a public corporation under the provision of the Enabling Law and is not in default under any of the provisions contained in its certificate of incorporation or in the laws of the State of Alabama.
(2) Under the provisions of the Enabling Law and its certificate of incorporation, it has the power to consummate the transactions contemplated by the Financing Documents to which it is a party.
(3) By proper corporate action it has duly authorized the execution and delivery of the Financing Documents to which it is a party and the consummation of the transactions contemplated therein.
(4) It has obtained all consents, approvals, authorizations and order of governmental authorities that are required to be obtained by it as a condition to the delivery of the Financing Documents to which it is a party.
(5) The execution and delivery by it of the Financing Documents to which it is a party and the consummation by it of the transactions contemplated therein will not conflict which, be in violation of, or constitute (upon notice or lapse of time, or both) a default under its certificate of incorporation, and to its knowledge, any indenture, mortgage, deed of trust or other contract, agreement or instrument to which it is a part or is subject, or any resolution, order, rule, regulation, writ, injunction, decree or judgment of any governmental authority or court having jurisdiction over it.
(6) The Financing Documents to which it is a party constitute legal, valid and binding obligations and are enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (I) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights and (ii) general principles of equity, including the exercise of judicial discretion in appropriate cases.
