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

Representations and Warranties of Property Trustee. The 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 banking corporation or a national banking association with the trust powers, duly organized, validly existing and in good standing under the laws 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 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 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 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; (d) no consent, approval or authorization of, or registration with or notice to, any state of federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under 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 Successor Property Trustee represents and warrants to the Trust and the Depositor Sponsor at the time of the successor Successor Property Trustee's ’s acceptance of its appointment as Property Trustee, Trustee that: (a) the Property Trustee is a banking corporation or corporation, a national banking association with the or a bank or trust powerscompany, 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 trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of 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 ; and this Trust Agreement has been duly executed and delivered by the Property Trustee, Trustee and it under Delaware law (excluding any securities laws) 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 state of federal or Delaware banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust Trust, to the Holders of Securities and to the Depositor Sponsor at the date of this Trust AgreementDeclaration, and each successor Successor Property Trustee represents and warrants to the Trust Trust, to the Holders of Securities, and to the Depositor Sponsor at the time of the successor Successor Property Trustee's acceptance of its appointment as Property Trustee, Trustee that: (a) the The Property Trustee is a New York banking corporation or corporation, a national banking association with the or a bank or trust powers, company duly organized, validly existing and in good standing under the laws of any State of the United States or the District of Columbia, in any case with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of of, this Trust AgreementDeclaration; (b) the Property Trustee satisfies the requirements set forth in Section 5.3(a); (c) The execution, delivery and performance by the Property Trustee of this Trust Agreement Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement 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); (cd) the 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 (de) no No consent, approval or authorization of, or registration with or notice to, any state of or federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust AgreementDeclaration.

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 AgreementAmended and Restated Declaration of Trust, 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 The Property Trustee is a banking corporation or a national banking association with the trust powers, duly organized, validly existing and in good standing under the laws of the United States bank with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Amended and Restated Declaration of this Trust AgreementTrust; (b) the The execution, delivery and performance by the Property Trustee of this Amended and Restated Declaration of Trust Agreement has have been duly authorized by all necessary corporate action on the part of the Property Trustee. This Amended and Restated Declaration of Trust Agreement 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 Amended and Restated Declaration of 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 state of Delaware or federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best Amended and Restated Declaration of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust AgreementTrust.

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 Successor Property Trustee represents and warrants to the Trust and the Depositor Control Party at the time of the successor Successor Property Trustee's acceptance of its appointment as Property Trustee, Trustee that: (a) the The Property Trustee is a New York banking corporation or a national banking association with the trust powers, duly organized, validly existing and in good standing under the laws of the United States New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of this of, the Trust Agreement; (b) the The execution, delivery and performance by the Property Trustee of this the Trust Agreement has 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, 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 the Trust Agreement by the Property Trustee does not conflict with or constitute a breach of the charter Articles of Organization or byBy-laws of the Property Trustee; (d) no No consent, approval or authorization of, or registration with or notice to, any state of federal 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 of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the The Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee pursuant to enter into or perform its obligations as one of the Trustees under this Trust Agreement, shall hold legal title to, and a valid ownership interest on behalf of the Holders, in the Preferred Partnership Securities 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 Sponsor at the date of this Trust Agreement, 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 Delaware banking corporation or corporation, a national banking association with the or a bank or trust powers, duly organized, validly existing and in good standing company organized under the laws of any state of the United States or the District of Columbia, in any case with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of of, this Trust Agreement; (b) 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 ; (c) this Trust Agreement 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, 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); (cd) 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; (de) no consent, approval or authorization of, or registration with or notice to, any applicable state of or federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (ef) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee satisfies the requirements set forth in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust AgreementSection 5.3(a).

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 Successor Property Trustee represents and warrants warrants, as applicable, 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 banking corporation or corporation, a national banking association with the or a bank or trust powerscompany, 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 corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of of, this Trust Agreement; (b) 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 Agreement 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 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-by- laws of the Property Trustee; (d) the Property Trustee satisfies the requirements set forth in Section 5.03(a); and (e) no consent, approval or authorization of, or registration with or notice to, any state of federal or State banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under 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 at the Closing Date, 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 The Property Trustee is a banking corporation or a national banking association with the trust powers, duly organized, validly existing and in good standing under the laws of the United States jurisdiction of its organization, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of this Trust Agreement;of, the Declaration. (b) the The execution, delivery and performance by the Property Trustee of this Trust Agreement Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement Declaration has been duly executed and delivered by the Property Trustee, and, assuming the due authorization, execution and it delivery of the Declaration by the other parties hereto, 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 Declaration by the Property Trustee does not conflict with or constitute a breach of the charter certificate of incorporation or byBy-laws of the Property Trustee;. (d) no No consent, approval or authorization of, or registration with or notice to, any state of federal 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; andDeclaration. (e) there are no proceedings pending or, The Property Trustee is an entity which meets the eligibility criteria under Section 5.3(a) to the best of the serve as Property Trustee's knowledge, threatened against or affecting the . (f) The Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee has been authorized to enter into or perform its obligations as one under the Certificate of the Trustees under Trust and this Trust AgreementDeclaration.

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 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 banking corporation or corporation, a national banking association with the or a bank or trust powerscompany, 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 trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of 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 ; and this Trust Agreement has been duly executed and delivered by the Property Trustee, Trustee and it under Delaware law (excluding any securities laws) 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; (d) no consent, approval or authorization of, or registration with or notice to, any federal or state of federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in has not knowingly created any court liens or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority encumbrances of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust AgreementSecurities.

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 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 banking corporation or corporation, a national banking association with the or a bank or trust powerscompany, 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 trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of 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 ; and this Trust Agreement has been duly executed and delivered by the Property Trustee, Trustee and it under Delaware law (excluding any securities laws) 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 federal or state of federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under 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 Successor Property Trustee represents and warrants warrants, as applicable, 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 banking corporation or corporation, a national banking association with the or a bank or trust powerscompany, 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 corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of of, this Trust Agreement; (b) 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, Trustee under applicable law 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 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 consent, approval or authorization of, or registration with or notice to, any federal or state of federal banking authority governing the trust powers of the Property Trustee is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement; and (e) there are no proceedings pending or, to the best of the Property Trustee's knowledgewhich consent, threatened against approval, authorization or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreementregistration has not been obtained.