Common use of Representations and Warranties of Delaware Trustee Clause in Contracts

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) the Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at Depositor as of the date of this Trust Agreementhereof, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor Depositor at the time of the Successor Delaware Trustee's ’s acceptance of its appointment as Delaware Trustee Trustee, that: (a) the Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws of the United States State of Delaware or the State laws of Delaware, as the case may beUnited States, with corporate power trust powers and the authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the execution, delivery and performance by the Delaware Trustee has been authorized to perform its obligations under the Certificate of this Trust and the Trust Agreement. The Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' ’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) no consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) the Delaware Trustee is an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at Depositor as of the date of this Trust Agreementhereof, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor Depositor at the time of the Successor Delaware Trustee's ’s acceptance of its appointment as Delaware Trustee Trustee, that: (a) the Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as with trust powers and the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the execution, delivery and performance by the Delaware Trustee has been authorized to perform its obligations under the Certificate of this Trust and the Trust Agreement. The Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' ’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) no consent, approval or authorization of, or registration with or notice to, any federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and (d) the Delaware Trustee is an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) (i) in the case of the initial Delaware Trustee Trustee, it is a Delaware banking corporation, a national banking association or a bank or corporation with trust companypowers, duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreementthe Agreement and (ii) in the case of any Successor Delaware Trustee, it satisfies the requirements of Section 5.2 herein; (b) the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Delaware Trustee; and this Trust Agreement. The Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee Trustee, that: (a) the Delaware Trustee is a banking corporation, a corporation or national banking association or a bank or trust companyassociation, duly organized, validly existing and in good standing under the laws of the United States State of Delaware or the State of DelawareUnited States, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust . This Agreement has been duly executed and delivered by the Delaware Trustee Trustee, and under Delaware law (excluding any securities laws) it constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementAgreement and at the time of Closing, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Property Trustee's acceptance of its appointment as Delaware Trustee that: (a) the Delaware Trustee is a banking corporationsatisfies the requirements set forth in Section 6.2, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws satisfies Trust Section 3807(a) of the United States or Business Trust Act and has the State of Delaware, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust AgreementAgreement and, if it is not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of the Delaware Trustee; Trust and this Trust Agreement. This Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);; and (c) no consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor Company at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor Company at the time of the Successor Delaware Trustee's ’s acceptance of its appointment as Delaware Trustee that: (a) the The Delaware Trustee is a Delaware banking corporation, a national banking association or a bank or trust company, corporation duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may be, Delaware with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee and does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and this . This Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' ’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) the The Delaware Trustee is a banking Delaware corporation, a national banking association or a bank or trust company, duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may bestanding, with corporate full power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;the Declaration. (b) the execution, delivery and performance by the The Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and Declaration. The Declaration under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);. (c) No consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of the Declaration. (d) The Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. The Delaware Trustee satisfies for the Trust the requirements set forth in Section 3807(a) of the Business Trust Act.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) the Delaware Trustee is a banking corporation, a national banking association or a bank or corporation with trust companypowers, duly organized, validly existing and in good standing under the laws of the United States its jurisdiction of incorporation or the State of Delaware, as the case may beorganization, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust AgreementDeclaration; (b) the execution, delivery and performance by the Delaware Trustee of this has been authorized to perform its obligations under the Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and Declaration. The Declaration under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) no consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority having jurisdiction over the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee, of this Declaration; and (d) the Delaware Trustee satisfies the qualifications set forth in Section 5.2.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementDeclaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: : (a) the The Delaware Trustee is a banking corporation, a national banking association or a bank or trust companyDelaware corporation with, duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may be, with corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; the Declaration; (b) the execution, delivery and performance by the The Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on to perform its obligations under the part Certificate of Trust and the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Delaware Trustee and Declaration. The Declaration, under Delaware law (excluding any securities laws) law, constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);; (c) No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of the Declaration; and (d) The Delaware Trustee is an entity which has its principal place of business in the State of Delaware.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor Depositor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor Depositor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) the The Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, corporation duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may beor is a national banking association, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee and does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and this . This Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

Representations and Warranties of Delaware Trustee. The -------------------------------------------------- Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust AgreementDeclaration and at the time of Closing, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: (a) the The Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, duly organized, validly existing and in good standing as a national banking association under the federal laws of the United States or the State of Delaware, as the case may beAmerica, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;the Declaration. (b) the The execution, delivery and performance by the Delaware Trustee of this Trust Agreement the Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement . The Declaration has been duly executed and delivered by the Delaware Trustee Trustee, and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);.

Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's ’s acceptance of its appointment as Delaware Trustee that: (a) the The Delaware Trustee is a banking corporation, a national banking association or a bank or trust company, corporation duly organized, validly existing and in good standing under the laws of the United States or the State of Delaware, as the case may beor is a national banking association, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement; (b) the The execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee and does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; and this . This Trust Agreement has been duly executed and delivered by the Delaware Trustee and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' ’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); (c) No consent, approval or authorization of, or registration with or notice to, any federal or Delaware banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Trust Agreement; and