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 Agreement, and each Successor Property Trustee represents and 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 Property Trustee is a banking 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 corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this AgreemFent; (b) the execution, delivery and performance by the Property Trustee of the Agreement have been duly authorized by all necessary corporate action on the part of the Property Trustee. The Agreement has been duly executed and delivered by the Property Trustee under applicable 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 execution, delivery and performance of this Agreement by the Property Trustee do not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and (d) consent, approval or authorization of, or registration with or notice to, any federal or state banking authority is required for the execution, delivery or performance by the Property Trustee of this Agreement, which consent, approval, authorization or registration has not been obtained.

Representations and Warranties of Property Trustee. The Trustee trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this AgreementDeclaration, and each Successor successor Property Trustee represents and warrants, as applicable, warrants to the Trust and the 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, a national banking association or a bank or corporation with trust companypowers, duly organized, validly existing and in good standing under the laws of the United States or a the State of the United States, as the case may beDelaware, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this AgreemFent;the Declaration and with its principal place of business in Wilmington, Delaware. (b) the The execution, delivery and performance by the Property Trustee of the Agreement have this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Agreement This Declaration has been duly executed and delivered by the Property Trustee under applicable law 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 The execution, delivery and performance of this Agreement Declaration by the Property Trustee do does not conflict with or constitute a breach of the charter or byBy-laws of the Property Trustee; and. (d) No consent, approval or authorization of, or registration with or notice to, any federal State or state Federal banking authority governing its banking or trust powers is required for the execution, delivery or performance by the Property Trustee Trustee, of this Agreement, which consent, approval, authorization or registration has not been obtainedDeclaration.

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 AgreementDeclaration, and each Successor successor Property Trustee represents and warrants, as applicable, warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's its acceptance of its appointment as Property Trustee that: (a) the The Property Trustee is a banking corporation, a national banking association or a bank or corporation with trust companypowers, 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 beNew York, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this AgreemFent;Declaration and with its principal place of business in New York. (b) the The execution, delivery and performance by the Property Trustee of the Agreement this Declaration have been duly authorized by all necessary corporate action on the part of the Property Trustee. The Agreement This Declaration has been duly executed and delivered by the Property Trustee under applicable law Trustee, and, assuming due authorization, execution and delivery hereof by the other parties hereto, 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 Agreement Declaration by the Property Trustee do not conflict with or constitute a breach of the charter or by-laws of the Property Trustee; and. (d) consentThe Property Trustee, approval or authorization ofpursuant to this Declaration, or registration shall hold legal title and a valid ownership interest in the Subordinated Debentures in accordance with or notice to, any federal or state banking authority is required for the execution, delivery or performance by the Property Trustee of this Agreement, which consent, approval, authorization or registration has not been obtainedprovisions hereof.

Representations and Warranties of Property Trustee. The Trustee trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this AgreementDeclaration, and each Successor successor Property Trustee represents and warrants, as applicable, warrants to the Trust and the 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, a national banking association or a bank or corporation with trust companypowers, duly organized, validly existing and in good standing under the laws of the United States or a the State of the United States, as the case may beDelaware, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this AgreemFent;the Declaration and with its principal place of business in ____________________, Delaware. (b) the The execution, delivery and performance by the Property Trustee of the Agreement have this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Agreement This Declaration has been duly executed and delivered by the Property Trustee under applicable law 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 The execution, delivery and performance of this Agreement Declaration by the Property Trustee do does not conflict with or constitute a breach of the charter or byBy-laws of the Property Trustee; and. (d) No consent, approval or authorization of, or registration with or notice to, any federal State or state Federal banking authority governing its banking or trust powers is required for the execution, delivery or performance by the Property Trustee Trustee, of this Agreement, which consent, approval, authorization or registration has not been obtainedDeclaration.

Representations and Warranties of Property Trustee. The -------------------------------------------------- Property Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this AgreementDeclaration, and each Successor Property Trustee represents and warrants, as applicable, 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 banking corporation, a national banking association or a bank or corporation with trust companypowers, 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 beIowa, with corporate trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this AgreemFent;Declaration. (b) the The execution, delivery and performance by the Property Trustee of the Agreement have Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Agreement Declaration has been duly executed and delivered by the Property Trustee under applicable law 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 The execution, delivery and performance of this Agreement the Declaration by the Property Trustee do does not conflict with or constitute a breach of the charter or by-laws certificate of the Property Trustee; and (d) consentAt the Closing Date, approval or authorization of, or registration with or notice to, any federal or state banking authority is required for the execution, delivery or performance by the Property Trustee will be the record holder of this Agreement, which consent, approval, authorization or registration the Debentures and the Property Trustee has not been obtainedknowingly created any liens or encumbrances on such Debentures.