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

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants that on the Closing Date: (i) it is a corporation duly organized, validly existing, and in good standing under the laws of its place of incorporation; (ii) it has full power and authority to execute, deliver, and perform this Indenture and the Sale and Servicing Agreement, and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and the Sale and Servicing Agreement; (iii) the consummation of the transactions contemplated by this Indenture and the fulfillment of its terms do not conflict with, result in any breach of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Indenture Trustee or any agreement or other instrument to which it is a party or by which it is bound; (iv) it does not have notice of any adverse claim (as used in Section 8-302 of the UCC in effect in Delaware) with respect to the Mortgage Loans; (v) it satisfies the requirements of Section 6.08; and (vi) to the Indenture Trustee's best knowledge, no proceedings or investigations concerning the Indenture Trustee are pending or threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over or its properties: (A) asserting the invalidity of this Indenture, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture, or (C) seeking any determination that might affect its performance of its obligations under this Indenture or the validity or enforceability of this Indenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants that on the Closing Date: : (i) it is a corporation duly organized, validly existing, and in good standing under the laws of its place of incorporation; ; (ii) it has full power and authority to execute, deliver, and perform this Indenture and the Sale and Servicing Agreement, and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and the Sale and Servicing Agreement; ; (iii) the consummation of the transactions contemplated by this Indenture and the fulfillment of its terms do not conflict with, result in any breach of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Indenture Trustee or any agreement or other instrument to which it is a party or by which it is bound; ; (iv) it does not have notice of any adverse claim (as used in Section 8-302 of the UCC in effect in Delaware) with respect to the Mortgage Loans; ; (v) it satisfies the requirements of Section 6.08; and and (vi) to the Indenture Trustee's best knowledge, no proceedings or investigations concerning the Indenture Trustee are pending or threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over or its properties: : (A) asserting the invalidity of this Indenture, , (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture, or or (C) seeking any determination that might affect its performance of its obligations under this Indenture or the validity or enforceability of this Indenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants that on the Closing Date: (i) it is a corporation duly organized, validly existing, and in good standing under the laws of its place of incorporation; (ii) it has full power and authority to execute, deliver, and perform this Indenture and the Sale and Servicing Agreement, and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and the Sale and Servicing Agreement; (iii) the consummation of the transactions contemplated by this Indenture and the fulfillment of its terms do not conflict with, result in any breach of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Indenture Trustee or any agreement or other instrument to which it is a party or by which it is bound; (iv) it does not have notice of any adverse claim (as used in Section 8-302 of the UCC in effect in Delaware) with respect to the Mortgage Loans; (v) it satisfies the requirements of Section 6.08; and (vi) to the Indenture Trustee's ’s best knowledge, no proceedings or investigations concerning the Indenture Trustee are pending or threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over or its properties: (A) asserting the invalidity of this Indenture, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture, or (C) seeking any determination that might affect its performance of its obligations under this Indenture or the validity or enforceability of this Indenture.

Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants that on the Closing Date: (i) it is a corporation duly organized, validly existing, and in good standing under the laws of its place of incorporation; (ii) it has full power and authority to execute, deliver, and perform this Indenture and the Sale and Servicing Agreement, and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and the Sale and Servicing Agreement; (iii) the consummation of the transactions contemplated by this Indenture and the fulfillment of its terms do not conflict with, result in any breach of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Indenture Trustee or any agreement or other instrument to which it is a party or by which it is bound; (iv) it does not have notice of any adverse claim (as used in Section 8-302 of the UCC in effect in Delaware) with respect to the Mortgage Loans;; 42 (v) it satisfies the requirements of Section 6.08; and (vi) to the Indenture Trustee's best knowledge, no proceedings or investigations concerning the Indenture Trustee are pending or threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over or its properties: (A) asserting the invalidity of this Indenture, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture, or (C) seeking any determination that might affect its performance of its obligations under this Indenture or the validity or enforceability of this Indenture.