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

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents, warrants and covenants to the Indenture Trustee, the Noteholders, the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Rating Agencies that as of the Closing Date and each Funding Date: (a) The Owner Trustee is validly existing with its full rights and franchises as a Delaware banking corporation with full power and authority to execute and deliver this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement and to perform the terms and provisions hereof and thereof; the Owner Trustee has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Owner Trustee or the Trust Property. (b) All necessary action has been taken by the Owner Trustee on behalf of the Trust to authorize and empower the Owner Trustee on behalf of the Trust, and the Owner Trustee has full power and authority to execute, deliver and perform its obligations under this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement, and the Owner Trustee has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement, and no consent or approval of any Person is required with the execution, delivery or performance by the Owner Trustee of this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement. (c) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement have been duly executed and delivered and the execution and delivery of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner Trustee and its performance and compliance with the terms hereof and thereof will not violate the Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument to which the Owner Trustee is a party or which may be applicable to the Owner Trustee or any of its assets. (d) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement constitute valid, legal and binding obligations of the Owner Trustee, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (e) The Owner Trustee is not in violation of, and the execution, delivery and performance of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner 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, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder. (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Owner Trustee's knowledge, threatened against or contemplated by the Owner Trustee which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement. (g) Each of the representations and warranties of the Owner Trustee, the Seller, the Transferor and the Servicer set forth in the Contribution Agreement and the Servicing Agreement is, as of the Closing Date and, as of each Funding Date will be, to the best knowledge of the Owner Trustee, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Contribution Agreement and all related documents describe the transfer of the Receivables from the Seller on the Closing Date and the Funding Dates as transferred by the Seller to the Owner Trustee and evidence the clear intention by the Seller and the Owner Trustee to effectuate transfer of such Receivables. (i) The consideration received by the Seller for the Receivables is or will be paid in full to the Seller immediately upon their transfer, and no provision exists whereby the consideration will be modified after the date of transfer. The consideration paid or to be paid for the Receivables is equivalent to the fair market value of the Receivables transferred to the Owner Trustee. (j) The Owner Trustee has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the Trust Agreement or Section 3.04

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents, warrants and covenants to the Indenture Trustee, the Noteholders, the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) Insurer and the Rating Agencies that as of the Closing Date and each Funding Date: (a) The Owner Trustee is validly existing with its full rights and franchises as a Delaware banking corporation with full power and authority to execute and deliver this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, Agreement the Administration Agreement and the Servicing Agreement and to perform the terms and provisions hereof and thereof; the Owner Trustee has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Owner Trustee or the Trust Property. (b) All necessary action has been taken by the Owner Trustee on behalf of the Trust to authorize and empower the Owner Trustee on behalf of the Trust, and the Owner Trustee has full power and authority to execute, deliver and perform its obligations under this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement, and the Owner Trustee has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement, and no consent or approval of any Person is required with the execution, delivery or performance by the Owner Trustee of this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement. (c) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement have been duly executed and delivered and the execution and delivery of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner Trustee and its performance and compliance with the terms hereof and thereof will not violate the Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument to which the Owner Trustee is a party or which may be applicable to the Owner Trustee or any of its assets. (d) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement constitute valid, legal and binding obligations of the Owner Trustee, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (e) The Owner Trustee is not in violation of, and the execution, delivery and performance of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner 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, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder. (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Owner Trustee's knowledge, threatened against or contemplated by the Owner Trustee which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement. (g) Each of the representations and warranties of the Owner Trustee, the Seller, the Transferor and the Servicer set forth in the Contribution Agreement and the Servicing Agreement is, as of the Closing Date and, as of each Funding Date will be, to the best knowledge of the Owner Trustee, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Contribution Agreement and all related documents describe the transfer of the Receivables from the Seller on the Closing Date and the Funding Dates as transferred by the Seller to the Owner Trustee and evidence the clear intention by the Seller and the Owner Trustee to effectuate transfer of such Receivables. (i) The consideration received by the Seller for the Receivables is or will be paid in full to the Seller immediately upon their transfer, and no provision exists whereby the consideration will be modified after the date of transfer. The consideration paid or to be paid for the Receivables is equivalent to the fair market value of the Receivables transferred to the Owner Trustee. (j) The Owner Trustee has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the Trust Agreement or Section 3.04

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents, warrants and covenants to the Indenture Trustee, the Noteholders, the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Rating Agencies that as of the Closing Date and each Funding Date: (a) The Owner Trustee is validly existing with its full rights and franchises as a Delaware banking corporation with full power and authority to execute and deliver this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement and to perform the terms and provisions hereof and thereof; the Owner Trustee has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Owner Trustee or the Trust Property. (b) All necessary action has been taken by the Owner Trustee on behalf of the Trust to authorize and empower the Owner Trustee on behalf of the Trust, and the Owner Trustee has full power and authority to execute, deliver and perform its obligations under this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement, and the Owner Trustee has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement, and no consent or approval of any Person is required with the execution, delivery or performance by the Owner Trustee of this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement. (c) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement have been duly executed and delivered and the execution and delivery of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner Trustee and its performance and compliance with the terms hereof and thereof will not violate the Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument to which the Owner Trustee is a party or which may be applicable to the Owner Trustee or any of its assets. (d) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement constitute valid, legal and binding obligations of the Owner Trustee, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (e) The Owner Trustee is not in violation of, and the execution, delivery and performance of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner 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, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder. (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Owner Trustee's knowledge, threatened against or contemplated by the Owner Trustee which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement. (g) Each of the representations and warranties of the Owner Trustee, the Seller, the Transferor and the Servicer set forth in the Contribution Agreement and the Servicing Agreement is, as of the Closing Date and, as of each Funding Date will be, to the best knowledge of the Owner Trustee, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Contribution Agreement and all related documents describe the transfer of the Receivables from the Seller on the Closing Date and the Funding Dates as transferred by the Seller to the Owner Trustee and evidence the clear intention by the Seller and the Owner Trustee to effectuate transfer of such Receivables. (i) The consideration received by the Seller for the Receivables is or will be paid in full to the Seller immediately upon their transfer, and no provision exists whereby the consideration will be modified after the date of transfer. The consideration paid or to be paid for the Receivables is equivalent to the fair market value of the Receivables transferred to the Owner Trustee. (j) The Owner Trustee has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the Trust Agreement or Section 3.04

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby representsTrustee, both in its individual capacity and as the Owner Trustee, represents and warrants and covenants to the Indenture Trusteeother parties to this Agreement, notwithstanding the Noteholdersprovisions of Section 10.9 or any similar provision in any other Operative Agreement, the Note Insurerthat, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Rating Agencies that as of the Closing Date and each Funding Datedate hereof: (a) The Owner Trustee Trustee, in its individual capacity, is a national banking association duly organized and validly existing with its full rights and franchises as a Delaware banking corporation with in good standing under the Laws of the United States of America, has full power and authority to execute carry on its business as now conducted and deliver this Indenture, to enter into and perform its obligations hereunder and under the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Trust Agreement and (assuming due authorization, execution and delivery of the Servicing Trust Agreement by the Holders) has full power and authority, as the Owner Trustee and/or, to the extent expressly provided herein or therein, in its individual capacity, to enter into and perform its obligations under each of the Owner Trustee Agreements. (b) The Owner Trustee, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and (assuming the due authorization, execution and delivery of the Trust Agreement by the Holders) the Owner Trustee in its trust capacity and, to perform the extent expressly provided therein, in its individual capacity, has duly authorized, executed and delivered each of the other Owner Trustee Agreements to be delivered as of the Closing Date; and the Owner Trustee Agreements each constitute or when entered into will constitute a legal, valid and binding obligation of the Owner Trustee, in its individual capacity to the extent such Owner Trustee Agreements relate to the Owner Trustee in its individual capacity, enforceable against it in its individual capacity in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally and by general principles of equity. (c) Assuming the due authorization, execution and delivery of the Trust Agreement by the Holders and each of the Owner Trustee Agreements to be delivered as of the Closing Date by each of the other parties thereto, each of the Owner Trustee Agreements to which it is a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the rights of creditors generally and by general principles of equity. (d) Neither the execution and delivery by the Owner Trustee, in its individual capacity or as the Owner Trustee, as the case may be, of the Owner Trustee Agreements, nor the consummation by the Owner Trustee, in its individual capacity or as the Owner Trustee, as the case may be, of any of the transactions contemplated hereby or thereby, nor the compliance by the Owner Trustee, in its individual capacity, or as the Owner Trustee, as the case may be, with any of the terms and provisions hereof and thereof; the Owner Trustee has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership (i) requires or lease of property or the conduct will require any approval of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Owner Trustee or the Trust Property. (b) All necessary action has been taken by the Owner Trustee on behalf of the Trust to authorize and empower the Owner Trustee on behalf of the Truststockholders, and the Owner Trustee has full power and authority to execute, deliver and perform its obligations under this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement, and the Owner Trustee has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement, and no consent or approval or consent of any Person is required with the executiontrustees or holders of any indebtedness or obligations of it in its individual capacity, delivery or performance by the Owner Trustee of this Indenture(ii) violates or will violate its organizational documents or by-laws, the Interest Rate Swap Agreementor contravenes or will contravene any provision of, the Contribution Agreement and the Servicing Agreement. (c) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement have been duly executed and delivered and the execution and delivery of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner Trustee and its performance and compliance with the terms hereof and thereof or constitutes or will not violate the Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or results or will result in the any breach of, any material indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, indenturebank loan or credit agreement, loan, credit agreement license or any other agreement or instrument to which the Owner Trustee in its individual capacity is a party or by which may be applicable to it is bound, or contravenes or will contravene any Law, governmental rule or regulation of the Owner Trustee State of Utah or any of its assets. (d) This Indenture, the Administration Agreement, United States of America governing the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement constitute valid, legal and binding obligations banking or trust powers of the Owner Trustee, enforceable against it in accordance with their respective terms, subject or any judgment or order applicable to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equityor binding on it. (e) The There are no Taxes payable by the Owner Trustee is not Trustee, either in violation ofits individual capacity or as the Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the execution and the execution, delivery and performance of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner Trustee will not constitute a violation with respect toin its individual capacity of the Trust Agreement, any order and, in its individual capacity or decree as the Owner Trustee, as the case may be, of any court this Agreement or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of other Owner Trustee Agreements solely because the Owner Trustee or in its properties or might have consequences that would materially affect the performance individual capacity is a national banking association with its principal place of business in Salt Lake City, Utah and performs certain of its duties hereunder as the Owner Trustee in the State of Utah; and there are no Taxes payable by the Owner Trustee, in its individual capacity or thereunderas the Owner Trustee, as the case may be, imposed by the State of Utah or any political subdivision thereof in connection with the acquisition of its interest in the Equipment (other than franchise or other Taxes based on or measured by any fees or compensation received by the Owner Trustee for services rendered in connection with the transactions contemplated hereby) solely because the Owner Trustee in its individual capacity is a national banking association with its principal place of business in Salt Lake City, Utah and performs certain of its duties as the Owner Trustee in the State of Utah. (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is There are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee's knowledge, threatened against either in its individual capacity or contemplated by as the Owner Trustee, before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as the Owner Trustee, as the case may be, to perform its obligations under the Trust Agreement or the other Owner Trustee which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing AgreementAgreements. (g) Each Its chief executive office, principal place of business and the representations place where its records concerning the Equipment and warranties all its interest in, to and under all documents relating to the Trust Estate are located at 00 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000. (h) No consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States federal governmental authority or agency regulating the banking or trust powers of the Owner Trustee, in its individual capacity, is required for the Sellerexecution and delivery of, or the carrying out by, the Transferor and the Servicer set forth Owner Trustee in the Contribution Agreement and the Servicing Agreement is, its individual capacity or as of the Closing Date and, as of each Funding Date will be, to the best knowledge of the Owner Trustee, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Contribution Agreement and all related documents describe the transfer case may be, of the Receivables from the Seller on the Closing Date and the Funding Dates as transferred by the Seller to the Owner Trustee and evidence the clear intention by the Seller and the Owner Trustee to effectuate transfer any of such Receivables. (i) The consideration received by the Seller for the Receivables is or will be paid in full to the Seller immediately upon their transfer, and no provision exists whereby the consideration will be modified after the date of transfer. The consideration paid or to be paid for the Receivables is equivalent to the fair market value of the Receivables transferred to the Owner Trustee. (j) The Owner Trustee has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted hereby or by the Trust Agreement or Section 3.04of any of the transactions contemplated by any of the other Owner Trustee Agreements, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken.