Common use of Representations and Warranties of the Indenture Trustee Clause in Contracts

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and as of the Closing Date: (a) the Indenture Trustee is a Delaware banking corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 12 contracts

Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)

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Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 5 contracts

Samples: Indenture (BBX Capital Corp), Indenture (Bluegreen Corp), Indenture (Bluegreen Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Collateral may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 4 contracts

Samples: Indenture (Silverleaf Resorts Inc), Indenture (Silverleaf Resorts Inc), Indenture (Silverleaf Resorts Inc)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 4 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2023-B), Indenture (Hyundai Auto Receivables Trust 2023-B), Indenture (Hyundai Abs Funding LLC)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, Noteholders as of the date hereof Amendment Date and as of each Funding Date, the Closing Datefollowing: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 4 contracts

Samples: Indenture (Bluegreen Corp), Third Amended and Restated Indenture (Bluegreen Corp), Amended and Restated Indenture (Bluegreen Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and as of the Closing Datewarrants: (ai) the Indenture Trustee is a Delaware banking corporation duly incorporated, organized and validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization; (ii) the Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under this Indenture, any Series Supplement and each of other Transaction Document to which it is a party and to authenticate the Indenture Trustee Agreements; (b) Notes and has taken all necessary action to authorize the execution, delivery and performance by the Indenture Trustee it of this Indenture, each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee Series Supplement and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or each other agreement Transaction Document to which it is a party or by which it or any of its properties may be bound or affectedand to authenticate the Notes; (ciii) each of this Agreement Indenture, each Series Supplement and each other Transaction Document to which it is a party has been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes its legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting the creditors’ rights of creditors generally or by general equitable principles, whether considered in a proceeding at law or in equity and by general principles an implied covenant of equitygood faith and fair dealing); (div) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting meets the Indenture Trustee eligibility requirements set forth in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements;Section 5.05; and (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (fv) the Indenture Trustee is not in default under any duly authorized to accept the Grant to it of the Collateral included in the Collateral Pool, and represents that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained. The Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person is hereby authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered execute any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated joinder agreements with respect to any the Custody Agreement in connection with the inclusion of the same with, any Person other than the Pass Through Trustee and the Initial Purchasersa new Issuer thereunder.

Appears in 3 contracts

Samples: Master Indenture, Master Indenture (Spirit MTA REIT), Master Indenture (Spirit Realty Capital, Inc.)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee is duly qualified to do business as a foreign banking corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 3 contracts

Samples: Indenture (Hyundai Abs Funding Corp), Indenture (Hyundai Auto Receivables Trust 2012-A), Indenture (Hyundai Auto Receivables Trust 2011-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity TRMI and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware national banking corporation association duly incorporated, validly existing and in good standing under the laws of the State of Delaware United States and has the full corporate power, authority and legal right under the laws of the State of Delaware Illinois and the United States pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware Illinois law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware Illinois state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken;; Participation Agreement (TRLI 2001-1C) (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 3 contracts

Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee's organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights generally and the rights of creditors generally of banks and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 3 contracts

Samples: Indenture (Bluegreen Corp), Indenture (Bluegreen Corp), Indenture (Bluegreen Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity TRMI and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware national banking corporation association duly incorporated, validly existing and in good standing under the laws of the State of Delaware United States and has the full corporate power, authority and legal right under the laws of the State of Delaware Illinois and the United States pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;; Participation Agreement (TRLI 2001-1B) (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware Illinois law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware Illinois state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 3 contracts

Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity TRMI and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware national banking corporation association duly incorporated, validly existing and in good standing under the laws of the State of Delaware United States and has the full corporate power, authority and legal right under the laws of the State of Delaware Illinois and the United States pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware Illinois law governing its banking or trust powers or its charter documents or bylaws or the Participation Agreement (TRLI 2001-1A) 24 provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware Illinois state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 3 contracts

Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. 38 (2018-B Indenture) (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2018-B), Indenture (Hyundai Auto Receivables Trust 2018-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. 40 (2024-B Indenture) (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2024-B), Indenture (Hyundai Auto Receivables Trust 2024-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. 38 (2021-A Indenture) (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-A), Indenture (Hyundai Auto Receivables Trust 2021-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. 38 (2020-B Indenture) (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2020-B), Indenture (Hyundai Auto Receivables Trust 2020-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantRating Agencies, the TrustNote Insurer, the Owner Trustee, Swap Counterparty (unless the Pass Through Trustee, Interest Rate Swap Agreement has been terminated and all amounts owed to the Policy Provider, TILC, TRLTII, Trinity Swap Counterparty have been paid in full) and the Lessee that, as of the date hereof and Noteholders that as of the Closing Date and each Funding Date: (a) the The Indenture Trustee has been duly organized and is validly existing as a Delaware banking corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware New York; (b) The Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the this Indenture Trustee Agreements; (b) and has taken all necessary action to authorize the execution, delivery and performance by the Indenture Trustee it of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affectedthis Indenture; (c) this Agreement This Indenture has been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) constitutes the legal, valid valid, and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors' or creditors of banks' rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) there are no proceedings The execution, delivery and performance of this Indenture by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency binding on the Indenture Trustee or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; (e) The execution, delivery and performance of this Indenture by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Indenture Trustee's knowledge, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, threatened against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance contemplated by the Indenture Trustee which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Indenture Trustee Agreements, except as have been previously obtained, given by or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither against the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 2 contracts

Samples: Indenture (Capital One Auto Receivables LLC), Indenture (Capital One Auto Finance Trust 2002-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. 38 (2021-B Indenture) (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-B), Indenture (Hyundai Auto Receivables Trust 2021-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and this Indenture. 40 (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.2023-C Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2023-C), Indenture (Hyundai Auto Receivables Trust 2023-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. 37 (2017-A Indenture) (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Auto Receivables Trust 2017-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware banking corporation [________________] duly incorporated, organized and validly existing and as a [_________] in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Abs Funding LLC)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. 38 (2019-A Indenture) (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Abs Funding LLC)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. 39 (2018-A Indenture) (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Auto Receivables Trust 2018-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. 39 (2021-C Indenture) (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-C), Indenture (Hyundai Auto Receivables Trust 2021-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the laws performance and compliance with the terms of this Indenture and the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining other Transaction Documents to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of which the Indenture Trustee Agreements; (b) the execution, delivery and performance is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 2 contracts

Samples: Indenture (BBX Capital Corp), Indenture (Bluegreen Vacations Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. 40 (2022-B Indenture) (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2022-B), Indenture (Hyundai Auto Receivables Trust 2022-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. 38 (2020-C Indenture) (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2020-C), Indenture (Hyundai Auto Receivables Trust 2020-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2015-C), Indenture (Hyundai Auto Receivables Trust 2014-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. 40 (2024-C Indenture) (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2024-C), Indenture (Hyundai Auto Receivables Trust 2024-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. 38 (2017-B Indenture) (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2017-B), Indenture (Hyundai Auto Receivables Trust 2017-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantRating Agencies, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Note Insurer and the Lessee that, as of the date hereof and Noteholders that as of the Closing Date and each Funding Date: (a) the The Indenture Trustee has been duly organized and is validly existing as a Delaware banking corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware New York; (b) The Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the this Indenture Trustee Agreements; (b) and has taken all necessary action to authorize the execution, delivery and performance by the Indenture Trustee it of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affectedthis Indenture; (c) this Agreement This Indenture has been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) constitutes the legal, valid valid, and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors' or creditors of banks' rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) there are no proceedings The execution, delivery and performance of this Indenture by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency binding on the Indenture Trustee or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; (e) The execution, delivery and performance of this Indenture by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Indenture Trustee's knowledge, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, threatened against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance contemplated by the Indenture Trustee which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Indenture Trustee Agreements, except as have been previously obtained, given by or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither against the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 2 contracts

Samples: Indenture (Capital One Auto Finance Trust 2002-A), Indenture (Capital One Auto Receivables Trust 2001-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. 37 (2016-A Indenture) (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Auto Receivables Trust 2016-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. 37 (2020-A Indenture) (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2020-A), Indenture (Hyundai Auto Receivables Trust 2020-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. 87 (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 2 contracts

Samples: Indenture (BBX Capital Corp), Indenture (BFC Financial Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and this Indenture. 40 (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.2024-A Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2024-A), Indenture (Hyundai Auto Receivables Trust 2024-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the laws performance and compliance with the terms of this Indenture and the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining other Transaction Documents to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of which the Indenture Trustee Agreements; (b) the execution, delivery and performance is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable 89 (g) Any consent, is approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 2 contracts

Samples: Indenture (Bluegreen Vacations Holding Corp), Indenture (Bluegreen Vacations Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and this Indenture. 40 (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.2023-A Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2023-A), Indenture (Hyundai Auto Receivables Trust 2023-A)

Representations and Warranties of the Indenture Trustee. The ------------------------------------------------------- Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Trustee and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and in good standing under the laws of the State United States of Delaware America and has the full corporate power, authority and legal right under the laws of the State United States of Delaware America pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under carry out the terms of each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents articles of association or bylaws by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affectedis bound; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the its legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equityterms; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body of the United States of America governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note Notes or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee Trustee, the Underwriters and the Initial Purchasersinitial purchasers of the Pass Through Certificates.

Appears in 1 contract

Samples: Participation Agreement (Gatx Rail Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. 44 (2015-A Indenture) (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2015-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to each of the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Loan Participant and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and in good standing under the laws of the State United States of Delaware America and has the full corporate power, authority and legal right under the laws of the State United States of Delaware America pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents articles of association or bylaws by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note Notes or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersUnderwriters.

Appears in 1 contract

Samples: Participation Agreement (General American Railcar Corp Ii)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner TrusteeBackup Servicer, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Funding Agents and the Lessee that, as of the date hereof and Noteholders as of the Closing Date and each Funding Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the laws performance and compliance with the terms of this Indenture and the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining other Transaction Documents to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of which the Indenture Trustee Agreements; (b) the execution, delivery and performance is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. 73 (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (BBX Capital Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware banking corporation [________________] duly incorporated, organized and validly existing and as a [_________] in good standing under the laws of the State of Delaware standing, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and has obtained all necessary licenses and approvals in all jurisdictions in which the full corporate power, authority and legal right under ownership or lease of its property or the laws conduct of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;business shall require such qualifications. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Abs Funding Corp)

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Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing Date:Date as follows: 40 (2012-C Indenture) (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee is duly qualified to do business as a foreign banking corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.Indenture. 41 (2012-C Indenture)

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2012-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Rating Agency and the Lessee that, as of the date hereof and Noteholders that as of the Closing Date: (a) the The Indenture Trustee has been duly organized and is a Delaware banking corporation duly incorporated, validly existing as a national banking association; (b) The Indenture Trustee has full power and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under this Indenture and each of the Indenture Trustee Agreements; (b) other Transaction Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by the it of this Indenture Trustee of and each of the other Transaction Document to which it is a party; (c) This Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or each other agreement Transaction Document to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has have been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid valid, and binding obligation obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors' or creditors of banks' rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a Proceeding in equity or at law); (d) there are no proceedings The execution, delivery and performance of this Indenture and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; (e) The execution, delivery and performance of this Indenture and each other Transaction Document to which it is a party by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and (f) No Proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Indenture Trustee's knowledge, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, threatened against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance contemplated by the Indenture Trustee which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee any other Transaction Document to which it is not in default under any of the Indenture Trustee Agreements; and (g) neither a party by or against the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 1 contract

Samples: Indenture (Sunnova Energy International Inc.)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Bank and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware banking corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Illinois and has the full corporate power, authority and legal right under the laws of the State of Delaware Illinois pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under carry out the terms of each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents articles of association or bylaws by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affectedis bound; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the its legal, valid and binding obligation of enforceable against it to the Indenture Trustee, extent that such agreements are enforceable against the other parties thereto (as to which the Indenture Trustee makes no representation or warranty) in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note Notes or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee Trustee, the Underwriters and the Initial Purchasersinitial purchasers of the Pass Through Certificates.

Appears in 1 contract

Samples: Participation Agreement (Union Tank Car Co)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to 44 (2014-B Indenture) which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2014-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. 41 (2013-B Indenture) (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Abs Funding Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, Issuer and for the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as benefit of the date hereof and Bondholders, as of the Closing Date, that: (a) the The Indenture Trustee is a Delaware national banking corporation association, duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee AgreementsUnited States; (b) The execution and delivery of this Indenture and the execution, delivery and performance Servicing Agreement by the Indenture Trustee Trustee, and the performance and compliance with the terms of each of this Indenture and the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Servicing Agreement, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee's organizational documents or bylaws constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the provisions of breach of, any indenture, mortgage, contract material agreement or other agreement instrument to which it is a party or by which is applicable to it or any of its properties may be bound or affectedassets; (c) The Indenture Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement Indenture and the Servicing Agreement, has been duly authorized the execution, delivery and performance of this Indenture and the Servicing Agreement, and has duly executed and delivered this Indenture and constitutesthe Servicing Agreement; (d) This Indenture and the Servicing Agreement, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the their due authorization, execution and delivery by each of the other party parties hereto and thereto) the legal, valid constitute valid, legal and binding obligation obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof or thereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and other Laws affecting the enforcement of creditors' rights generally and the rights of creditors generally of national banking associations specifically and by (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at Law; (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the Servicing Agreement and its performance and compliance with the terms of this Indenture and the Servicing Agreement will not constitute a violation of, any Law (subject to the knowledge appointment in accordance with such applicable Laws of any co-trustee or separate trustee required pursuant to this Indenture and the Servicing Agreement), any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee's good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under this Indenture and the Servicing Agreement; (f) No litigation is pending or, to the best of the Indenture Trustee's knowledge, threatened against the Indenture Trustee Agreementswhich would prohibit the Indenture Trustee from entering into this Indenture and the Servicing Agreement, or, in the Indenture Trustee's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under this Indenture and the Servicing Agreement; (eg) no No consent, approval, authorization or approval order of any court or other action by, and no notice to governmental agency or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of, or compliance by the Indenture Trustee with, this Indenture and the Servicing Agreement, or the consummation of the transactions contemplated by this Indenture and the Servicing Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Indenture Trustee of its obligations under this Indenture and the Servicing Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) to perform its obligations under this Indenture and the Indenture Trustee is not in default under any of the Indenture Trustee AgreementsServicing Agreement; and (gh) neither the Indenture Trustee, nor any Person authorized to act on behalf As of the Indenture TrusteeClosing Date the Corporate Trust Office is located at 000 Xxxxx XxXxxxx Xxxxxx, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale toXxxxx 0000, or solicited offers to buy any of the same fromXxxxxxx, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersXxxxxxxx 00000.

Appears in 1 contract

Samples: Indenture (Collateralized Mortgage Bonds Series 1999 1)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks, and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which either is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasers.is effective. ARTICLE XII MISCELLANEOUS

Appears in 1 contract

Samples: Indenture (Encore Capital Group Inc)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee 89 (c) Except to the extent that the laws of certain jurisdictions in which any part of the State of Delaware and Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full corporate powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements; (b) has duly authorized the execution, delivery and performance by of this Indenture and the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement Transaction Documents to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement party, and has been duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (Bluegreen Vacations Holding Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee is duly qualified to do business as a foreign banking corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.Indenture. 41 (2012-B Indenture)

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2012-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. 41 (2013-C Indenture) (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2013-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. 40 (2022-C Indenture) (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2022-C)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, Noteholders that as of the date hereof Restatement Date and as of the Closing each Funding Date: (a) the The Indenture Trustee has been duly organized and is a Delaware banking corporation duly incorporated, validly existing and in good standing as a national banking association under the laws of the State of Delaware United States; (b) The Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement and each of the Indenture Trustee Agreements; (b) other Transaction Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture, the Indenture Trustee of Sale and Servicing Agreement and each of other Transaction Document to which it is a party; (c) This Indenture, the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee Sale and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or Servicing Agreement and each other agreement Transaction Document to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has have been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid valid, and binding obligation obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors’ or creditors of banks’ rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due The execution, delivery and performance this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee AgreementsTrustee, except as which violation might have been previously obtained, given or taken; (f) consequences that would materially and adversely affect the Indenture Trustee is not in default performance of its duties under any of the Indenture Trustee Agreementsthis Indenture; and (ge) neither The execution, delivery and performance of this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture TrusteeTrustee do not require any approval or consent of any Person, nor any Person authorized to act on behalf do not conflict with the articles of incorporation or bylaws of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 1 contract

Samples: Indenture (Americredit Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) 85 applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (BFC Financial Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. 40 (2013-A Indenture) (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial PurchasersIndenture.

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2013-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Noteholders that as of the Closing Date and each Funding Date: (a) the The Indenture Trustee has been duly organized and is a Delaware banking corporation duly incorporated, validly existing and in good standing as a national banking association under the laws of the State of Delaware United States; (b) The Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement and each of the Indenture Trustee Agreements; (b) other Transaction Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture, the Indenture Trustee of Sale and Servicing Agreement and each of other Transaction Document to which it is a party; (c) This Indenture, the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee Sale and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or Servicing Agreement and each other agreement Transaction Document to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has have been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid valid, and binding obligation obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors' or creditors of banks' rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due The execution, delivery and performance this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee AgreementsTrustee, except as which violation might have been previously obtained, given or taken; (f) consequences that would materially and adversely affect the Indenture Trustee is not in default performance of its duties under any of the Indenture Trustee Agreementsthis Indenture; and (ge) neither The execution, delivery and performance of this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture TrusteeTrustee do not require any approval or consent of any Person, nor any Person authorized to act on behalf do not conflict with the articles of incorporation or bylaws of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 1 contract

Samples: Indenture (Bay View Capital Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (Silverleaf Resorts Inc)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the executionother Transaction Documents to which the Indenture Trustee is a party, delivery and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;86 (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (BBX Capital Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Trustee and the Lessee that, as of the date hereof and as of the Closing Datehereof: (a) the Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and in good standing under the laws of the State United States of Delaware America and has the full corporate power, authority and legal right under the laws of the State United States of Delaware America pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under carry out the terms of each of the Indenture Trustee Agreements; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents articles of association or bylaws by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affectedis bound; (c) this Agreement has been duly executed and delivered and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the its legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equityterms; (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body of the United States of America governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note Notes or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee Trustee, the Underwriters and the Initial Purchasersinitial purchasers of the Pass Through Certificates.

Appears in 1 contract

Samples: Participation Agreement (Gatx Rail Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (c) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors’ rights of creditors generally and or by general principles of equity;equitable principles. (d) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (e) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which the Indenture Trustee Agreements, except as have been previously obtained, given or taken;is a party. (f) the The Indenture Trustee is not satisfies the eligibility criteria set forth in default under any of the Indenture Trustee Agreements; and this Indenture. 40 (g) neither the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.2022-A Indenture)

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2022-A)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee thatwarrants, as of the date hereof and as of the Closing each Issuance Date, that: (a) the Indenture Trustee it is a Delaware banking corporation duly incorporated, organized and validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization and has the full corporate power, all requisite power and authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of Transaction Document to which it is a party, including the Indenture Trustee Agreementspower and authority to accept the trust created hereunder; (b) the execution, delivery and performance by the Indenture Trustee of each of the Indenture Trustee Agreements have Transaction Document to which it is a party has been duly authorized by all necessary action on its part, and neither the Indenture Trustee execution and will not violate delivery thereof, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any applicable federal of the terms and provisions thereof (i) requires any approval of its shareholders, (ii) contravenes any Applicable Law, or Delaware law governing its banking any judgment or trust powers or its charter documents or bylaws or the provisions order of any indenturecourt, mortgagebinding upon it or any of its properties, contract (iii) contravenes or other agreement results in any breach of or constitutes any default under any Contractual Obligation to which it is a party or by which it or any of its properties may be bound or affectedaffected or (iv) results in the creation of any Lien upon any of its property or revenues; (c) this Agreement each Transaction Document to which it is a party has been duly executed and delivered by it and constitutes, and each of the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights of creditors generally in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (d) there are no proceedings pending orneither the execution nor delivery by it, to the knowledge of the either in its individual capacity or as Indenture Trustee, threatenedas the case may be, and of any Transaction Document to which it is a party, or its performance thereunder, requires the knowledge consent, approval or authorization of or the Indenture Trustee there is no existing basis for giving of notice to, the registration with or the taking of any other action in respect of any Governmental Authority, except such proceedings, against as have been taken or affecting the Indenture Trustee in made on or before any court the Closing Date (or before any governmental authority or arbitration board or tribunal which, individually or such Issuance Date) and remain in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements;full force and effect; and (e) no authorization or approval or other action by, each Note shall be authenticated and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, delivered by a Person who is required for the due execution, delivery and performance by the Indenture Trustee of the Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither the Indenture Trustee, nor any Person duly authorized to act authenticate and deliver such Note on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasersits behalf.

Appears in 1 contract

Samples: Indenture (National Commercial Bank Jamaica LTD)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Noteholders that as of the Closing Date and each Funding Date: (a) the The Indenture Trustee has been duly organized and is a Delaware banking corporation duly incorporated, validly existing and in good standing as a national banking association under the laws of the State of Delaware United States; (b) The Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement and each of the Indenture Trustee Agreements; (b) other Transaction Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture, the Indenture Trustee of Sale and Servicing Agreement and each of other Transaction Document to which it is a party; (c) This Indenture, the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee Sale and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or Servicing Agreement and each other agreement Transaction Document to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has have been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the legal, valid valid, and binding obligation obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors’ or creditors of banks’ rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) there are no proceedings pending or, to the knowledge of the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due The execution, delivery and performance this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee AgreementsTrustee, except as which violation might have been previously obtained, given or taken; (f) consequences that would materially and adversely affect the Indenture Trustee is not in default performance of its duties under any of the Indenture Trustee Agreementsthis Indenture; and (ge) neither The execution, delivery and performance of this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture TrusteeTrustee do not require any approval or consent of any Person, nor any Person authorized to act on behalf do not conflict with the articles of incorporation or bylaws of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 1 contract

Samples: Indenture (Bay View Capital Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Owner Participant, the Trust, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity and the Lessee that, as of the date hereof and Issuer as of the Closing DateDate as follows: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporated, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware standing, with power and has the full corporate power, authority to own its properties and legal right under the laws of the State of Delaware pertaining to conduct its banking, trust business as such properties are currently owned and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;such business is presently conducted. (b) [Reserved.] (c) The Indenture Trustee has the corporate power and authority to execute and deliver this Indenture and to carry out its terms and the execution, delivery and performance by the of this Indenture Trustee of each of the Indenture Trustee Agreements have has been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affected;all necessary corporate action. (cd) this Agreement The Indenture Trustee has been duly executed and delivered and constitutesthis Indenture, and each of the other this Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) the constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee Trustee, in accordance with its terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the relating to or limiting creditors' rights of creditors generally and or by general principles of equity;equitable principles. (de) there The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Indenture Trustee, or any indenture, agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Indenture Trustee’s knowledge, any order, rule or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties. (f) There are no proceedings or investigations pending or, to the knowledge of the Indenture Trustee, threatenedthreatened before any court, and to the knowledge of regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee there is no existing basis for or its properties (i) asserting the invalidity of this Indenture or any such proceedings, against or affecting other Basic Document to which the Indenture Trustee in is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of other Basic Document to which the Indenture Trustee to perform its obligations under is a party or (iii) seeking any determination or ruling that might materially and adversely affect the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture Trustee Agreements, except as have been previously obtained, given or taken; (f) any other Basic Document to which the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; anda party. (g) neither The Indenture Trustee satisfies the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest eligibility criteria set forth in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.Indenture. 45 (2015-B Indenture)

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2015-B)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner TrusteeBackup Servicer, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Funding Agents and the Lessee that, as of the date hereof and Noteholders as of the Closing Date and each Funding Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the laws performance and compliance with the terms of this Indenture and the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining other Transaction Documents to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of which the Indenture Trustee Agreements; (b) the execution, delivery and performance is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Omnibus Amendment (BBX Capital Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Backup Servicer and the Lessee that, as of the date hereof and Noteholders as of the Closing Date, the following: (a) the The Indenture Trustee is a Delaware national banking corporation association duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the Indenture Trustee Agreements;United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party, and the performance and compliance with 86 (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents, has duly authorized the execution, delivery and performance by of this Indenture and the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement Transaction Documents to which it is a party or by which it or any of its properties may be bound or affected; (c) this Agreement party, and has been duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (BFC Financial Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner TrusteeBackup Servicer, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Funding Agents and the Lessee that, as of the date hereof and Noteholders as of the Closing Date and each Funding Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the laws performance and compliance with the terms of this Indenture and the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining other Transaction Documents to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of which the Indenture Trustee Agreements; (b) the execution, delivery and performance is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the 70 Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Indenture (Bluegreen Vacations Holding Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantServicer, the TrustIssuer, the Owner TrusteeBackup Servicer, the Pass Through Trustee, the Policy Provider, TILC, TRLTII, Trinity Funding Agents and the Lessee that, as of the date hereof and Noteholders as of the Closing Date and each Funding Date, the following: (a) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a Delaware banking corporation duly incorporatedparty, validly existing and in good standing under the laws performance and compliance with the terms of this Indenture and the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining other Transaction Documents to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of which the Indenture Trustee Agreements; (b) the execution, delivery and performance is a party by the Indenture Trustee of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and Trustee, will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter the Indenture Trustee’s organizational documents or bylaws constitute a default (or the provisions an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any indenture, mortgage, contract material agreement or other agreement material instrument to which it is a party or by which it or any of its properties may be bound or affected;is bound. (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement Indenture and the other Transaction Documents, has been duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and constitutes, and each of the other Indenture Trustee AgreementsTransaction Documents to which it is a party. (d) This Indenture, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each the other party thereto) the legalparties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its the terms except as enforceability may be limited by hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks and by (ii) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (de) there are no proceedings pending orThe Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the knowledge terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, threatened, is likely to affect materially and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee Agreements; (e) no authorization or approval or other action bythat, and no notice if determined adversely to or filing withthe Indenture Trustee, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in its trust capacitythe Indenture Trustee’s good faith and reasonable 74 judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the due execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee Agreements, except as have been previously obtained, given with the Transaction Documents to which it is a party or taken; (f) the Indenture Trustee is not in default under any consummation of the Indenture Trustee Agreements; and (g) neither transactions contemplated by the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, Transaction Documents has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee been obtained and the Initial Purchasersis effective.

Appears in 1 contract

Samples: Omnibus Amendment (Bluegreen Vacations Corp)

Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Owner ParticipantRating Agencies, the TrustNote Insurer, the Owner Trustee, Swap Counterparty (unless the Pass Through Trustee, Interest Rate Swap Agreement has been terminated and all amounts owed to the Policy Provider, TILC, TRLTII, Trinity Swap Counterparty have been paid in full) and the Lessee that, as of the date hereof and Noteholders that as of the Closing Date and each Funding Date:: 71 2003-A Indenture (a) the The Indenture Trustee has been duly organized and is validly existing as a Delaware banking corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware New York; (b) The Indenture Trustee has full power and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute, deliver and perform its obligations under each of the this Indenture Trustee Agreements; (b) and has taken all necessary action to authorize the execution, delivery and performance by the Indenture Trustee it of each of the Indenture Trustee Agreements have been duly authorized by the Indenture Trustee and will not violate any applicable federal or Delaware law governing its banking or trust powers or its charter documents or bylaws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties may be bound or affectedthis Indenture; (c) this Agreement This Indenture has been duly executed and delivered and constitutes, and each of by the other Indenture Trustee Agreements, when executed and delivered, will constitute (assuming the due authorization, execution and delivery by each other party thereto) constitutes the legal, valid valid, and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, moratorium moratorium, fraudulent conveyance, or similar laws affecting the creditors' or creditors of banks' rights of creditors and/or remedies generally and or by general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) there are no proceedings The execution, delivery and performance of this Indenture by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency binding on the Indenture Trustee or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; (e) The execution, delivery and performance of this Indenture by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Indenture Trustee's knowledge, threatened, and to the knowledge of the Indenture Trustee there is no existing basis for any such proceedings, threatened against or affecting the Indenture Trustee in or before any court or before any governmental authority or arbitration board or tribunal which, individually or in the aggregate, if adversely determined, might impair the ability of the Indenture Trustee to perform its obligations under the Indenture Trustee Agreements; (e) no authorization or approval or other action by, and no notice to or filing with, any stockholder, trustee or holder of indebtedness or any federal or Delaware state governmental authority or regulatory body governing the Indenture Trustee in its trust capacity, is required for the due execution, delivery and performance contemplated by the Indenture Trustee which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Indenture Trustee Agreements, except as have been previously obtained, given by or taken; (f) the Indenture Trustee is not in default under any of the Indenture Trustee Agreements; and (g) neither against the Indenture Trustee, nor any Person authorized to act on behalf of the Indenture Trustee, has directly or indirectly offered any interest in the Trust Estate or the Equipment Note or any security similar to either thereof related to this transaction for sale to, or solicited offers to buy any of the same from, or otherwise approached or negotiated with respect to any of the same with, any Person other than the Pass Through Trustee and the Initial Purchasers.

Appears in 1 contract

Samples: Indenture (Capital One Auto Receivables LLC)

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