Representations and Warranties of Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:
(a) It is a banking corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation. It has satisfied the eligibility requirements set forth in Section 6.13.
(b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.
(c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Owner Trustee or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Owner Trustee’s performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement.
(d) This Agreement has been duly executed and delivered by the Owner Trustee and constitutes the legal, valid and binding agreement of the Owner Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
Representations and Warranties of Owner Trustee. The Owner Trustee represents and warrants to the Depositor that (a) the Owner Trustee meets the requirements of (i) Rule 3(a)(7) promulgated under the Investment Company Act of 1940, as amended, and (ii) section 3807 of the Statutory Trust Statute and (b) the Owner Trustee or the Owner Trustee’s parent entity has a combined capital and surplus of at least $50,000,000.
Representations and Warranties of Owner Trustee. The Owner Trustee makes the following representations and warranties on which the Seller, the Certificateholder and the Secured Parties may rely:
Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as follows:
(i) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of the Owner Trustee Documents;
(ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equ...
Representations and Warranties of Owner Trustee. 17 SECTION 6.7 RELIANCE; ADVICE OF COUNSEL................................................................. 18 SECTION 6.8 OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES................................................ 18 SECTION 6.9
Representations and Warranties of Owner Trustee. The Owner Trustee makes the following representations and warranties on which the Transferor, the Certificateholder and the Secured Parties may rely:
Representations and Warranties of Owner Trustee. On the Initial Closing Date and the Subsequent Closing Date, the representations and warranties of the Owner Trustee contained in Section 3.1 and Section 3.4(a) shall be true and correct in all material respects as of such Closing Date as though then made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date), and the Lessee, the Indenture Trustee, the Pass Through Trustee and each Participant shall have received an Officer's Certificate dated such Closing Date from the Owner Trustee and the Owner Trustee shall have performed and complied with all agreements and conditions herein contained which are required to be performed or complied with by the Owner Trustee on or before said date.
Representations and Warranties of Owner Trustee. ARTICLE X
Representations and Warranties of Owner Trustee. THE OWNER TRUSTEE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, DESIGN, OPERATION, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PART OF THE NUCLEAR MATERIAL, OR AS TO THE OWNER TRUSTEE'S OR A COMPANY'S TITLE THERETO, OR LEASEHOLD INTEREST THEREIN, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE NUCLEAR MATERIAL WHATSOEVER, EXCEPT that the Owner Trustee hereby represents, warrants and covenants to the applicable Lessees that the Owner Trustee shall have caused each of the Companies to have accepted whatever title to or leasehold interest in the Nuclear Material as was conveyed to it.
Representations and Warranties of Owner Trustee. 17
Section 8.1 Amendments Without Consent of Certificateholders or Noteholders 23 Section 8.2 Amendments With Consent of Certificateholders and Noteholders 23 Section 8.3 Form of Amendments 24
Section 9.1 No Legal Title to Owner Trust Estate 24 Section 9.2 Limitations on Rights of Others 25 Section 9.3 Derivative Actions 25 Section 9.4 Notices 25 Section 9.5 Severability 25 Section 9.6 Counterparts 25 Section 9.7 Successors and Assigns 25 Section 9.8 No Petition 25 Section 9.9 No Recourse 26 Section 9.10 Headings 26 Section 9.11 Governing Law 26 Section 9.12 Indemnification by and Reimbursement of the Servicer 26 Section 9.13 Effect of Amendment and Restatement 27 Section 9.14 Information to be Provided by the Owner Trustee 27 EXHIBIT A Form of Certificate EXHIBIT B Certificate of Trust EXHIBIT C Form of Undertaking Letter TRUST AGREEMENT, dated as of February 1, 2008, between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).
