Common use of REPRESENTATION, WARRANTIES AND COVENANTS Clause in Contracts

REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 The Standby GIC Provider represents, warrants and covenants to the Guarantor LP and the Bond Trustee at the date hereof, on each date on which an amount is credited to the Standby GIC Account and on each Guarantor LP Payment Date, that: (a) it is a Schedule I Bank existing under the laws of Canada and duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to qualify would not constitute a Material Adverse Event; (b) the execution, delivery and performance by the Standby GIC Provider of this Agreement are within the Standby GIC Provider’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a default under or conflict with (1) the charter or by-laws of the GIC Provider, (2) any law, rule or regulation applicable to the Standby GIC Provider, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Standby GIC Provider or its property; and (c) it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (d) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (e) if regulated, it is in regulatory good standing; (f) it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement; (g) it is in material compliance with all applicable laws, regulations and rules relevant to the execution, delivery and performance of this Agreement; (h) it meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Standby Account Bank Ratings; and (i) it shall comply with, and perform its obligations under, the provisions of the Canadian Registered Covered Bond Programs Guide, this Agreement and the Standby Bank Account Agreement, in each case applicable to it. 6.2 The Standby GIC Provider undertakes to notify the Guarantor LP and the Bond Trustee immediately if, at any time during the term of this Agreement, any of the statements contained in Section 6.1 ceases to be true. The warranties set out in Section 6.1 shall survive the signing and delivery of this Agreement.

REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 The Standby GIC Stand-By GDA Provider representsrepresents and warrants to, warrants and covenants to with, each of the Guarantor LP and the Bond Trustee at the date hereof, on each date on which an amount is credited to the Standby GIC Stand-By GDA Account and on each Guarantor LP Payment Date, that: (a) it is a Schedule I Bank existing under the laws of Canada and duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to qualify would not constitute have a Material Adverse Eventmaterial adverse effect on its ability to perform its duties and obligations hereunder; (b) the execution, delivery and performance by the Standby GIC Stand-By GDA Provider of this Agreement (i) are within the Standby GIC Stand-By GDA Provider’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a default under or conflict with (1) the charter or by-laws of the GIC GDA Provider, (2) any law, rule or regulation applicable to the Standby GIC Stand-By GDA Provider, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Standby GIC Stand-By GDA Provider or its property; and; (c) it is not a nonNon-resident of Canada within the meaning of the Income Tax Act (Canada)Resident; (d) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreementin relation to its duties and obligations hereunder and the other Transaction Documents to which it is a party; (e) if regulatedit will comply with the provisions of, and perform its obligations under, this Agreement and the other Transaction Documents to which it is a party; (f) it is in regulatory good standingstanding and in material compliance with and under all Laws applicable to its duties and obligations hereunder and the other Transaction Documents to which it is a party; (fg) it is in material compliance with its internal policies and procedures (including risk management policies), if any, ) relevant to its duties and obligations hereunder and the execution, delivery and performance of this Agreement; (g) other Transaction Documents to which it is in material compliance with all applicable laws, regulations and rules relevant to the execution, delivery and performance of this Agreementa party; (h) it meets or exceeds will exercise reasonable skill and care in the minimum standards, if any, prescribed by performance of its obligations hereunder and the Rating Agencies, and meets or exceeds the Standby Account Bank Ratings; andother Transaction Documents to which it is a party; (i) it shall will comply with, with the CMHC Guide and perform all material legal and regulatory requirements applicable to the conduct of its business so that it can lawfully attend to the performance of its obligations underhereunder and the other Transaction Documents to which it is a party; and (j) the unsecured, unsubordinated and unguaranteed debt obligations or the provisions issuer default rating, as applicable, of the Canadian Registered Covered Bond Programs Guide, this Agreement and Stand-By GDA Provider rated by each of the Standby Rating Agencies are at or above the Stand-By Account Bank Account Agreement, in each case applicable to itRequired Ratings. 6.2 The Standby GIC Stand-By GDA Provider undertakes to notify the Guarantor LP and the Bond Trustee immediately if, at any time during the term of this Agreement, any of the statements contained in Section 6.1 ceases to be true. The representations, warranties and covenants set out in Section 6.1 shall survive the signing and delivery of this Agreement.

REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 (a) The Standby GIC Provider Issuer hereby represents, warrants and covenants to the Guarantor LP and the Bond Trustee at Collateral Manager as follows as of the date hereof, on each date on which an amount is credited to the Standby GIC Account and on each Guarantor LP Payment Date, that: (ai) it The Issuer has been duly formed and is a Schedule I Bank validly existing under the laws of Canada Delaware, has the full power and authority to own its assets and the securities proposed to be owned by it and included in the Assets and to transact the business in which it is presently engaged and is duly qualified to do business in every under the laws of each jurisdiction where its ownership or lease of property, the nature conduct of its business requires it or the performance of this Agreement, the Indenture and the Debt require such qualification, except for those jurisdictions in which the failure to be so qualified, except where the failure to qualify authorized or licensed would not constitute have a Material Adverse Event;material adverse effect on the Issuer. (bii) The Issuer has full limited liability company power and authority to execute, deliver and perform the Transaction Documents and all obligations required under the Transaction Documents and has taken all necessary action to authorize the Transaction Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of the Transaction Documents and the performance of all obligations imposed upon it hereunder and thereunder. No consent of any other person, including, without limitation, shareholders and creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, other than those that may be required under state securities or “blue sky” laws and those that have been or shall be obtained in connection with the Indenture, is required by the Standby GIC Provider Issuer in connection with the Transaction Documents or the execution, delivery, performance, validity or enforceability of the Transaction Documents or the obligations imposed upon it hereunder or thereunder. This Agreement constitutes, and each instrument or document required hereunder, when executed and delivered hereunder, shall constitute, the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (A) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights and (B) general equitable principles. (iii) The execution, delivery and performance of this Agreement are within and the Standby GIC Provider’s corporate powersdocuments and instruments required hereunder will not violate any provision of any existing law or regulation binding on the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Issuer, or the Governing Instruments of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets is or may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer, and will not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). (iv) The Issuer is not an “investment company” required to register under the Investment Company Act. (v) The information contained in the Offering Circular, other than the Collateral Manager Information, as of the date thereof did not and, as of the Closing Date, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made as to statements in or omissions from the Offering Circular described in Section 10(a)(ii). (b) The Collateral Manager hereby represents, warrants and covenants to the Issuer as follows as of the date hereof: (i) The Collateral Manager is a Delaware statutory trust duly organized, validly existing and in good standing under the laws of the state of Delaware and has full power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement and the provisions of the Indenture applicable to it would require, such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or on the ability of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the provisions of the Indenture applicable to the Collateral Manager. (ii) have been duly authorized by The Collateral Manager has full power and authority to execute, deliver and perform this Agreement and all necessary corporate action, obligations required hereunder and (iii) do not contravene or result in a default under or conflict with (1) the charter or by-laws provisions of the GIC Provider, (2) any law, rule or regulation Indenture applicable to the Standby GIC ProviderCollateral Manager, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding and has taken all necessary action to authorize this Agreement on or affecting the Standby GIC Provider or its property; and (c) it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (d) it possesses the necessary experience, qualifications, facilities terms and other resources to perform its responsibilities under this Agreement; (e) if regulated, it is in regulatory good standing; (f) it is in material compliance with its internal policies conditions hereof and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement;Agreement and the performance of all obligations imposed on it hereunder and under the terms of the Indenture. No consent of any other person, including, without limitation, shareholders and creditors of the Collateral Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Collateral Manager in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the provisions of the Indenture applicable to the Collateral Manager. Each Transaction Document to which the Collateral Manager is a party has been executed and delivered by the Collateral Manager (by its duly authorized officer), and constitutes the valid and legally binding obligation of the Collateral Manager enforceable against the Collateral Manager in accordance with its terms, subject, as to enforcement, to (A) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights and (B) general equitable principles. (giii) it is in material compliance with all applicable laws, regulations and rules relevant to the The execution, delivery and performance of this Agreement; (h) it meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets the terms of the Indenture applicable to the Collateral Manager and the documents and instruments required hereunder or exceeds under such terms of the Standby Account Bank Ratings; and (i) it shall comply withIndenture will not violate or conflict with any provision of any existing law or regulation binding on the Collateral Manager, and or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Manager, or the Governing Instruments of, or any securities issued by, the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Collateral Manager is a party or by which the Collateral Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or its ability to perform its obligations under this Agreement, and do not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking. (iv) There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Collateral Manager, threatened that, if determined adversely to the Collateral Manager, would reasonably be expected to have a material adverse effect upon the business operations, assets or financial condition of the Collateral Manager or upon the performance by the Collateral Manager of its duties under, or on the validity or enforceability of, this Agreement or the provisions of the Canadian Registered Covered Bond Programs GuideIndenture applicable to the Collateral Manager thereunder. (v) The Collateral Manager is not in violation of its Governing Instruments or in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its assets may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Collateral Manager or its properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of this Agreement or the provisions of the Indenture applicable to the Collateral Manager, or the performance by the Collateral Manager of its duties hereunder or thereunder (vi) The Collateral Manager Information as of the date of the Offering Circular did not and as of the Standby Bank Account Agreementdate hereof does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in each case applicable to itlight of the circumstances under which they were made, not misleading. 6.2 The Standby GIC Provider undertakes to notify (c) So long as the Guarantor LP and Secured Notes are Outstanding, the Bond Trustee immediately ifCollateral Manager shall indirectly retain, at any time during the term via its 100% ownership of this Agreement, any all of the statements contained equity interests in Section 6.1 ceases the Depositor, 100% of the Outstanding Subordinated Notes and shall not transfer, and cause and permit the Depositor to be true. The warranties set out transfer, such Subordinated Notes unless it receives in Section 6.1 shall survive connection with such proposed transfer written advice of counsel of nationally recognized standing in the signing and delivery of this AgreementUnited States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager to register as an investment adviser under the Advisers Act.

REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 The Standby GIC Provider Lessee represents, warrants and covenants to the Guarantor LP and the Bond Trustee at the date hereof, on each date on which an amount is credited to the Standby GIC Account and on each Guarantor LP Payment Date, that: (a) it if Lessee is a Schedule I Bank corporation, Lessee is duly organized and validly existing in good standing under the laws of the state of its incorporation and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions where such qualifications are necessary to authorize Lessee to carry on its present business and operations and to own its properties or to perform its obligations hereunder; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (c) if Lessee is a limited liability company, Lessee is duly organized and validly existing under the laws of Canada its state of domicile and is duly qualified to do business authorized in every any foreign jurisdiction where the nature of such qualification is necessary to authorize Lessee to carry on its present business requires it and operations and to be so qualified, except where the failure own its properties and to qualify would not constitute a Material Adverse Eventperform its obligations hereunder; (bd) Lessee has full power, authority and legal right to execute, deliver and carry out as Lessee the terms and provisions of this Agreement and any other documents in connection with this lease transaction; (e) if Lessee is a corporation, Lessee's execution, delivery and performance by the Standby GIC Provider of this Agreement are within and the Standby GIC Provider’s corporate powersother documents and agreements referred to herein, (ii) and the performance of its obligations under this Agreement have all been duly authorized by all necessary corporate action, and (iii) do not contravene require the approval or result in a default under consent of stockholders, or conflict with (1) the charter of any trustee or by-laws holders of the GIC Provider, (2) any indebtedness or obligation of Lessee and will not violate any law, rule governmental rule, regulation or regulation applicable order binding upon Lessee or any provision of any indenture, mortgage, contract or other agreement to the Standby GIC Provider, which Lessee is a party or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Standby GIC Provider or its property; and (c) by which it is bound or to which it is subject, and will not a non-resident of Canada within the meaning violate any provision of the Income Tax Act (Canada); (d) it possesses the necessary experienceCertificate of Incorporation, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (e) if regulated, it is in regulatory good standingBy-laws or any preferred stock agreement of Lessee; (f) it if Lessee is in material compliance with its internal policies and procedures (including risk management policies)a partnership, if any, relevant to the Lessee's execution, delivery and performance of this Agreement; (g) it is in material compliance with all applicable laws, regulations and rules relevant to the execution, delivery and performance of this Agreement; (h) it meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Standby Account Bank Ratings; and (i) it shall comply with, and perform its obligations under, the provisions of the Canadian Registered Covered Bond Programs Guide, this Agreement and the Standby Bank Account Agreementother documents and agreements referred to herein, in each case applicable to it. 6.2 The Standby GIC Provider undertakes to notify the Guarantor LP and the Bond Trustee immediately if, at any time during the term performance of its obligations under this Agreement, any of the statements contained in Section 6.1 ceases to be true. The warranties set out in Section 6.1 shall survive the signing and delivery of this Agreement.Agreement have all been authorized by all necessary partnership actions;

REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 The Standby GIC Provider Lessee represents, warrants and covenants to the Guarantor LP and the Bond Trustee at the date hereof, on each date on which an amount is credited to the Standby GIC Account and on each Guarantor LP Payment Date, that: that (a) it if Lessee is a Schedule I Bank corporation, Lessee is duly organized and validly existing in good standing under the laws of the state of its incorporation and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions where such qualifications are necessary to authorize Lessee to carry on its present business and operations and to own its properties or to perform its obligations hereunder; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (c) if Lessee is a limited liability company, Lessee is duly organized and validly existing under the laws of Canada its state of domicile and is duly qualified to do business authorized in every any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (d) Lessee has full power, authority and legal right to execute, deliver and carry out as Lessee the nature terms and provisions of its business requires it to be so qualifiedthis Agreement and any other documents in connection with this lease transaction; (e) if Lessee is a corporation, except where the failure to qualify would not constitute a Material Adverse Event; (b) the Lessee's execution, delivery and performance by the Standby GIC Provider of this Agreement are within and the Standby GIC Provider’s corporate powersother documents and agreements referred to herein, (ii) and the performance of its obligations under this Agreement have all been duly authorized by all necessary corporate action, and (iii) do not contravene require the approval or result in a default under consent of stockholders, or conflict with (1) the charter of any trustee or by-laws holders of the GIC Provider, (2) any indebtedness or obligation of Lessee and will not violate any law, rule governmental rule, regulation or regulation applicable order binding upon Lessee or any provision of any indenture, mortgage, contract or other agreement to the Standby GIC Provider, which Lessee is a party or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Standby GIC Provider or its property; and (c) by which it is bound or to which it is subject, and will not a non-resident of Canada within the meaning violate any provision of the Income Tax Act (Canada); (d) it possesses the necessary experienceCertificate of Incorporation, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (e) if regulated, it is in regulatory good standing; By-laws or any preferred stock agreement of Lessee; (f) it if Lessee is in material compliance with its internal policies and procedures (including risk management policies)a partnership, if any, relevant to the Lessee's execution, delivery and performance of this Agreement; Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary partnership actions; (g) it if Lessee is in material compliance with all applicable lawsa limited liability company, regulations and rules relevant to the Lessee's execution, delivery and performance of this Agreement; Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary member action; (h) it meets there are no pending or exceeds threatened investigations, actions or proceedings before any court or administrative agency or other tribunal body, which seek to question or set aside any of the minimum standardstransactions contemplated by this Agreement, or which, if anyadversely determined, prescribed by would materially affect the Rating Agenciescondition, and meets business or exceeds the Standby Account Bank Ratings; andoperation of Lessee; (i) it shall comply with, and perform Lessee is not in default in any material manner in the payment or performance of any of its obligations underor in the [LOGO NATIONAL CITY (R)] LEASING CORPORATION performance of any contract, agreement or other instrument to which it is a party or by which it or any of its assets may be bound; (j) the provisions balance sheet of Lessee as of the Canadian Registered Covered Bond Programs Guide, this Agreement end of its most recent fiscal year and the Standby Bank Account Agreementrelated profit and loss statement of Lessee for the fiscal year ended on said date, including the related schedules and notes, together with the report of an independent certified public accountant, heretofore delivered to National City, are all true and correct and present fairly (x) the financial position of Lessee as at the date of said balance sheet and (y) the results of the operations of Lessee for said fiscal year; (k) all proceedings required to be taken by Lessee to authorize the lease of the Equipment from National City and to protect National City's interest in each case applicable such Equipment, free and clear of all liens and encumbrances whatsoever, have been taken; (l) Lessee has no significant liabilities (contingent or otherwise) which are not disclosed by or reserved against the financial statements referred to it. 6.2 The Standby GIC Provider undertakes in (j) above; (m) all the financial statements referred to notify in (j) above have been prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the Guarantor LP period involved; (n) there has been no change which would have a material adverse effect on the business or financial condition of Lessee from that set forth in the balance sheet referred to in (j) above; (o) no authorization, consent, approval, license, exemption of or filing or registration with court, governmental unit or department, commission, board, bureau, agency, instrumentality or the like is required or necessary for the valid execution and delivery of the Bond Trustee immediately if, at any time during the term of this Agreement, any bill xx sale and the other documents and agreements referred to herein; (p) this Master Lease Agreement, the Schedules and any accompanying documents, having been duly authorized, executed and delivered to National City, constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the statements contained in Section 6.1 ceases terms thereof except as such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally; and (q) the Equipment is personal property and neither real property nor a fixture. The foregoing representations, warranties and covenants shall be deemed to be true. The warranties set out in Section 6.1 shall survive made on the signing date hereof and delivery of this Agreementagain on the date Lessee executes each Schedule.