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 Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the 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, a national banking association or a bank or trust company organized under the laws of any State of the United States or the District of Columbia, in any case with trust powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; (b) The execution, delivery and performance by the Property Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This 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 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 Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this DeclarationDeclaration and at the time of Closing, and each Successor Property Trustee represents and warrants to the Trust and the 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 corporationcorporation with trust powers, a national banking association or a bank or trust company organized duly organized, validly existing and in good standing under the laws of any State the jurisdiction of the United States or the District of Columbiaits organization, in any case with trust powers corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration;. (b) The execution, delivery and performance by the Property Trustee of this the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This The Declaration has been duly executed and delivered by the Property Trustee 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 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; 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 Trustee, of this the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants warrants, as applicable, to the Trust and the 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, a national banking association or a bank or trust company organized under the laws of any State of the United States or the District of Columbia, in any case with trust powers powers, duly organized, validly existing and in good standing, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration; (b) The the execution, delivery and performance by the Property Trustee of this the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This 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 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 South Carolina or federal banking authority is required for the execution, delivery or performance by the Property Trustee Trustee, of this the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the 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 corporationcorporation with trust powers, a national banking association or a bank or trust company organized duly organized, validly existing and in good standing under the laws of any the State of the United States or the District of ColumbiaDelaware, in any case with trust powers power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;. (b) The execution, delivery and performance by the Property Trustee of this the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This The Declaration has been duly executed and delivered by the Property Trustee Trustee, and under Delaware law (excluding 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 the 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; and. (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any New York State Federal or federal Delaware banking authority is required for the execution, delivery or performance by the Property Trustee of this the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the 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 corporationcorporation with trust powers, a national banking association or a bank or trust company organized duly organized, validly existing and in good standing under the laws of any State of the United States or the District of ColumbiaNew York, in any case with trust powers power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration; ; (b) The execution, delivery and performance by the Property Trustee of this the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This 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 the Declaration 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; 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 Declaration.; and

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the 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 corporationcorporation with trust powers, a national banking association or a bank or trust company organized duly organized, validly existing and in good standing under the laws of any the State of the United States or the District of ColumbiaDelaware, in any case with trust powers power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;. (b) The execution, delivery and performance by the Property Trustee of this the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This The Declaration has been duly executed and delivered by the Property Trustee 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 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; and. (d) At the Closing Date, the Property Trustee will be the record holder of the Debentures and the Property Trustee has not knowingly created any liens or encumbrances on such Debentures. (e) 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 the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the 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, a national banking association or a bank or trust company organized under the laws of any State of the United States or the District of Columbia, in any case with trust powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; (b) The execution, delivery and performance by the Property Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This 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 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 Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the 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, a national banking association or a bank or trust company organized under the laws of the United States, any State of the United States or the District of Columbia, as the case may be, in any case with trust powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; (b) The execution, delivery and performance by the Property Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. This 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 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 Delaware or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Declaration.