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

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Depositor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the Property Trustee is a New York banking corporation with trust powers 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 Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this Trust Agreement by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants warrants, as applicable, to the Trust and the Depositor Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the Property Trustee is a New York banking corporation 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 a State of the United States, as the case may be, with trust powers 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 the execution, delivery and performance by the Property Trustee of this Trust the Agreement has have been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust The Agreement has been duly executed and delivered by the Property Trustee under New York law and constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights 58 65 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) The the execution, delivery and performance of this Trust Agreement by the Property Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No no consent, approval or authorization of, or registration with or notice to, any federal or New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Control Party at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Depositor Control Party at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the The Property Trustee is a New York banking corporation with trust powers powers, duly organized, validly existing and in good standing under the laws of New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Trust Agreement; (b) The execution, delivery and performance by the Property Trustee of this the Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Property Trustee. This The Trust Agreement has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this the Trust Agreement by the Property Trustee does do not conflict with or constitute a breach of the charter Articles of Organization or byBy-laws of the Property Trustee; and; (d) No consent, approval or authorization of, or registration with or notice to, any New York State or federal Federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) The Property Trustee, pursuant to this Trust Agreement, shall hold the Preferred Partnership Securities on behalf of the Trust and agrees that, except as expressly provided or contemplated by this Agreement, it will not create, incur or assume, or suffer to exist any mortgage, pledge, hypothecation, encumbrance, lien or other charge or security interest upon the Preferred Partnership Securities.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Company at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Depositor Company at the time of the Successor Property Trustee's ’s acceptance of its appointment as Property Trustee that: (a) the The Property Trustee is a New York Delaware banking corporation validly existing, in good standing and with trust powers 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 Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this Trust Agreement by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No consent, approval or authorization of, of or registration with or notice to, any New York State state or federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the The Property Trustee is a New York banking corporation with trust powers 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 Property Trustee of this Trust the Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust The Agreement has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this Trust Agreement by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants warrants, as applicable, to the Trust and the Depositor Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the Property Trustee is a New York banking corporation 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 a State of the United States, as the case may be, with trust powers 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 the execution, delivery and performance by the Property Trustee of this Trust the Agreement has have been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust The Agreement has been duly executed and delivered by the Property Trustee under New York law and constitutes a legal, valid and binding obligation of the Property 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) The the execution, delivery and performance of this Trust Agreement by the Property Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No no consent, approval or authorization of, or registration with or notice to, any federal or New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants warrants, as applicable, to the Trust and the Depositor Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the Property Trustee is a New York banking corporation 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 a State of the United States, as the case may be, with trust powers 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 the execution, delivery and performance by the Property Trustee of this Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust ; and this Agreement has been duly executed and delivered by the Property Trustee under New York law and constitutes a legal, valid and binding obligation of the Property 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) The the execution, delivery and performance of this Trust Agreement by the Property Trustee does do not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No no consent, approval or authorization of, or registration with or notice to, any federal or New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Control Party at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Depositor Control Party at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee Trustees, that: (a) the Property Trustee is a New York banking corporation with trust powers 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 Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this Trust Agreement by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Depositor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the Property Trustee is a New York banking corporation with trust powers 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 Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this Trust Agreement by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor successor Property Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor successor Property Trustee's acceptance of its appointment as Property Trustee Trustee, that: (a) the Property Trustee is a New York banking corporation or association with trust powers powers, duly organized, validly existing and in good standing under the laws of a state of the United States or of the United States, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreementthe Declaration; (b) The the execution, delivery and performance by the Property Trustee of this Trust Agreement the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement The Declaration has been duly executed and delivered by the Property Trustee Trustee, and it constitutes a legal, valid and binding obligation of the Property 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) The the execution, delivery and performance of this Trust Agreement the Declaration by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No no consent, approval or authorization of, or registration with or notice to, any New York State or federal Federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreementthe Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each Successor Property Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) the The Property Trustee is a New York national banking corporation association with trust powers 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 Property Trustee of this Trust Agreement the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement The Declaration has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property 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) The execution, delivery and performance of this Trust Agreement Declaration by the Property Trustee does not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) No consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust AgreementDeclaration.