Representations and Warranties of the Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee’s acceptance of its appointment as Property Trustee that:
(a) the Property Trustee is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;
(b) the Property Trustee satisfies the requirements set forth in Section 6.3(a);
(c) the execution, delivery and performance by the Property Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement has been duly executed and delivered by the Property Trustee, and it constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);
(d) the execution, delivery and performance of this Trust Agreement by the Property Trustee do not conflict with or constitute a breach of the articles of association or incorporation, as the case may be, or the by-laws (or other similar organizational documents) of the Property Trustee; and
(e) no consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Property Trustee of this Trust Agreement.
Representations and Warranties of the Property Trustee. The Trust Company in its separate corporate capacity and as the Property Trustee, on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
(a) the Trust Company is a corporation or trust company duly organized, validly existing and in good standing under the laws of the State of New York;
(b) the Trust Company in its separate corporate capacity and in its capacity as the Property Trustee has full corporate power, authority and legal right to execute and deliver this Trust Agreement and to perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(c) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and constitutes the valid and legally binding agreement of the Property Trustee, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(d) the execution, delivery and performance of this Trust Agreement and the consummation of the transactions contemplated thereby by the Trust Company in its capacity as the Property Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Trust Company in its separate corporate capacity and as Property Trustee and do not require any approval of stockholders of the Trust Company and such execution, delivery and performance will not (i) violate the Trust Company's charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the State of New York governing the banking, trust, or corporate powers (as appropriate in context) of the Trust Company in its separate corporate capacity and in its capacity as the Property Trustee or any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or any order, judgment or decree applicable to the Trust Company or the Property Trustee;
(e) neither the authorization, execution, delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Trust Company or the Property Trustee contemplated herein or therein, nor the issuance of the Trust Se...
Representations and Warranties of the Property Trustee. The Property Trustee as of the date hereof hereby represents and warrants for the benefit of the Depositor and the Securityholders that:
Representations and Warranties of the Property Trustee. DELAWARE TRUSTEE AND DEPOSITOR
Representations and Warranties of the Property Trustee. The Property Trustee hereby represents and warrants for the benefit of the Sponsor and the Securityholders that:
(a) the Property Trustee is a trust company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts;
(b) the Property Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(c) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and constitutes the valid and legally binding agreement of the Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and
(d) the execution, delivery and performance by the Property Trustee of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Property Trustee and do not require any approval of stockholders of the Property Trustee and such execution, delivery and performance will not violate the Property Trustee's charter or by-laws or (b) violate any law, governmental rule or regulation of the United States or the Commonwealth of Massachusetts, as the case may be, governing the banking, corporate, or trust powers of the Property Trustee, or any order, judgment or decree applicable to the Property Trustee.
Representations and Warranties of the Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the successor Property Trustee's acceptance of its appointment as Property Trustee that:
(a) the Property Trustee is a National Banking Association, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;
(b) the Property Trustee satisfies the requirements set forth in Section 6.3;
Representations and Warranties of the Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that:
(a) the Property Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;
(b) the Property Trustee satisfies the requirements set forth in Section 6.3(a); and
(c) the execution, delivery and performance by the Property Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Property Trustee. This Trust Agreement has been duly executed and delivered by the Property Trustee, and it constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law.
Representations and Warranties of the Property Trustee. AND THE DELAWARE TRUSTEE Section 7.01. Property Trustee..............................................29 Section 7.02. Delaware Trustee..............................................30
Representations and Warranties of the Property Trustee. The Property Trustee, on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Holders that:
(a) The Property Trustee is a national banking association with trust powers, duly organized, validly existing and in good standing under the laws of the United States of America with the trust powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of this Trust Agreement.
(b) The execution, delivery and performance by the Property Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Property Trustee; and this Trust Agreement has been duly executed and delivered by the Property Trustee, and constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, receivership, conservatorship, moratorium, insolvency, and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).
(c) The execution, delivery and performance of this Trust Agreement by the Property Trustee: (i) do not conflict with or constitute a breach of the certificate of incorporation or by-laws of the Property Trustee; (ii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any of the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Connecticut, as the case may be, governing the banking and trust powers of the Property Trustee or any order, judgment or decree applicable to the Property Trustee.
(d) No consent, approval or authorization of, or registration with or notice to, any state or federal banking authority is required for the execution, delivery or performance by the Property Trustee, of this Trust Agreement.
Representations and Warranties of the Property Trustee. AND THE DELAWARE TRUSTEE
