Representations and Warranties of Administrative Agent. As of the Restatement Date, Bank of America, N.A., in its individual capacity and not in its capacity as Administrative Agent (with the exception of the last sentence of clause (b) below, which representation and warranty is made by Bank of America, N.A. solely in its capacity as Administrative Agent), hereby represents and warrants to each of the other parties hereto that:
Representations and Warranties of Administrative Agent. The Administrative Agent hereby represents and warrants, as of the Closing Date, to the Series 2008-A1 Holders that:
(a) The Administrative Agent has been duly formed and is validly existing as a Delaware corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted, has been duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a Material Adverse Effect.
(b) The Administrative Agent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Related Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
(c) This Agreement and each of the other Related Documents to which the Administrative Agent is a party have been duly authorized, executed and delivered by the Administrative Agent and constitute valid and legally binding agreements enforceable against the Administrative Agent in accordance with their terms, except as enforceability may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such Related Documents that purport to provide indemnification from securities law liabilities.
(d) The Administrative Agent is not (A) in violation of its certificate of incorporation or by-laws (or similar organizational documents), (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Administrative Agent is a party, or to which any of the property or assets of the Administrative Agent may be subject, or by which it may be bound, or (C) in violation of any Applicable Law, statute, ordinance, rule, regulation, requirement, judgm...
Representations and Warranties of Administrative Agent. Shawmut Bank Connecticut, National Association, in its individual capacity, hereby represents and warrants to the other Participants as set forth in this Section 4.4, with respect to its duties and obligations as Administrative Agent.
(a) Due Organization, etc. Administrative Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States and has the corporate power and authority to execute, deliver and perform its obligations under the Operative Documents to which it is a party.
Representations and Warranties of Administrative Agent. First Security Bank, National Association, in its individual capacity and not as Administrative Agent (except as specifically provided for below), hereby represents and warrants to each of the other parties hereto that:
Representations and Warranties of Administrative Agent. Ford Credit, in its capacity as Administrative Agent, makes the following representations and warranties as to the Series 1996-1 Assets, on which Comerica relies in executing and authenticating the Series 1996-1 Certificates and on which Ford Credit and Ford Credit Leasing, in their capacities as initial Beneficiaries, rely in making subsequent transfers of the Series 1996-1 Certificates. Such representations and warranties speak as of the execution and delivery of this Supplement, and shall survive the sale, transfer, and assignment of the Series 1996-1 Certificates by Ford Credit and Ford Credit Leasing to RCL Trust 1996-1 and any subsequent transferee:
Representations and Warranties of Administrative Agent. The Administrative Agent makes no express or implied representation or warranty and assumes no responsibilities with respect to the due authorization, execution, or delivery of the Loan Documents; the accuracy of any information, statements, or certificates provided by Borrower; the legality, validity, or enforceability of the Loan Documents; the filing or recording of any document; the collectibility of the Advances; the performance by Borrower of any of its obligations under the Loan Documents; or the financial condition or solvency of Borrower or any other party obligated with respect to the Advances or the Loan Documents.
Representations and Warranties of Administrative Agent. The Administrative Agent represents, warrants, acknowledges and agrees on behalf of itself and the Lenders under the Credit Agreement on the date hereof that (1) it is authorized to enter into this Agreement on behalf of itself and such Lenders, (2) it has the corporate power and authority and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement, and (3) this Agreement constitutes a legal, valid and binding obligation of the Administrative Agent, enforceable against the Administrative Agent in accordance with its terms.
Representations and Warranties of Administrative Agent. (a) the Administrative Agent is a [__________] duly organized, validly existing and in good standing under the laws of the [____________];
(b) the execution and delivery of this Series Supplement by the Administrative Agent and its performance of and compliance with the terms of this Series Supplement will not violate the Administrative Agent's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Administrative Agent is a party or which may be applicable to the Administrative Agent or any of its assets;
(c) the Administrative Agent has the full power and authority to enter into and consummate all transactions contemplated by this Series Supplement, has duly authorized the execution, delivery and performance of this Series Supplement and has duly executed and delivered this Series Supplement. This Series Supplement, upon its execution and delivery by the Administrative Agent and assuming due authorization, execution and delivery by the Depositor and the Trustee, will constitute a valid, legal and binding obligation of the Administrative Agent, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered a proceeding in equity or at law); and
(d) the Administrative Agent is not in violation, and the execution and delivery of this Series Supplement by the Administrative Agent and its performance and compliance with the terms of this Series Supplement will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Administrative Agent or its properties, which violation would reasonably be expected to have a material and adverse effect an the condition (financial or otherwise) or operations of the Administrative Agent or its properties or on the performance of its duties hereunder.] [RESERVED]
Representations and Warranties of Administrative Agent. First Security Trust Company of Nevada, in its individual capacity, hereby represents and warrants to each of the other parties hereto as follows:
Representations and Warranties of Administrative Agent. Ford Credit, in its capacity as Administrative Agent, makes the following representations and warranties to the Titling Company Agent and to each Titling Company as to the Series 2000-1 Assets, on which each Titling Company relies in issuing its Series 2000-1 Certificate and on which Ford Credit, in its capacity as initial Holder of the Series 2000-1 Certificates, relies in making subsequent transfers thereof. Such representations and warranties speak as of the execution and delivery of this Supplement, in the case of the Initial Series 2000-1 Assets and, as of the applicable Addition Date, in the case of the Additional Series 2000-1 Assets. The representations and warranties of the Administrative Agent set forth in this Section 3.1 shall survive the sale, transfer, and assignment of the Series 2000-1 Certificates by Ford Credit to RCL Trust 2000-1 and by RCL Trust 2000-1 to the Lease Trustee and any subsequent transferee.
