Common use of Representations and Warranties of the Property Trustee and Delaware Trustee Clause in Contracts

Representations and Warranties of the Property Trustee and Delaware Trustee. Section 7.01 Representations and Warranties of the Property Trustee and Delaware Trustee. The Bank in its separate corporate capacity and as the Property Trustee and Bank One Delaware, Inc. in its separate corporate capacity and as the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of Michigan, and Bank One Delaware, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) each of the Bank in its separate corporate capacity and in its capacity as the Property Trustee and Bank One Delaware, Inc. in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute, deliver this Trust Agreement and to perform their 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 each of the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware 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 each of the Bank in its capacity as the Property Trustee and by Bank One Delaware, Inc. in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Bank in its separate corporate capacity and as Property Trustee, and by Bank One Delaware, Inc. in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Bank or of Bank One Delaware, Inc. and such execution, delivery and performance will not (i) violate the Bank's or Bank One Delaware, Inc.'s charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the States of Michigan or Delaware, as the case may be, governing the banking, trust, or corporate powers (as appropriate in context) of the Bank in its separate corporate capacity and in its capacity as the Property Trustee or of Bank One Delaware, Inc. in its capacity as the Delaware Trustee or in its separate corporate capacity, (as appropriate in context) 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 Bank, the Property Trustee, Bank One Delaware, Inc. or the Delaware Trustee; and (e) neither the authorization, execution, delivery or performance by the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Bank, the Delaware Corporation, the Property 37 Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal, Michigan, or Delaware law governing the banking, trust, or corporate powers of the Property Trustee or the Delaware Trustee (as appropriate in context). (f) There are no proceedings pending or threatened against the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Bank, the Delaware Corporation, the Property Trustee or the Delaware Trustee to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of the Property Trustee and Delaware Trustee. Section 7.01 Representations and Warranties of the Property Trustee and Delaware Trustee. The Bank in its separate corporate capacity and as the Property Trustee and Bank One Delaware, First Chicago Delaware Inc. in its separate corporate capacity and as the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a banking corporation or trust company duly organized, validly existing and in good standing under the laws of the State of Michigan, and Bank One Delaware, First Chicago Delaware Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) each of the Bank in its separate corporate capacity and in its capacity as the Property Trustee and Bank One Delaware, First Chicago Delaware Inc. in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute, deliver this Trust Agreement and to perform their 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 each of the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware 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 each of the Bank in its capacity as the Property Trustee and by Bank One Delaware, First Chicago Delaware Inc. in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Bank in its separate corporate capacity and as Property Trustee, and by Bank One Delaware, First Chicago Delaware Inc. in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Bank or of Bank One Delaware, First Chicago Delaware Inc. and such execution, delivery and performance will not (i) violate the Bank's or Bank One Delaware, First Chicago Delaware Inc.'s charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the States of Michigan or Delaware, as the case may be, governing the banking, trust, or corporate powers (as appropriate in context) of the Bank in its separate corporate capacity and in its capacity as the Property Trustee or of Bank One Delaware, First Chicago Delaware Inc. in its capacity as the Delaware Trustee or in its separate corporate capacity, (as appropriate in context) 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 Bank, the Property Trustee, Bank One Delaware, the First Chicago Delaware Inc. or the Delaware Trustee; and (e) neither the authorization, execution, execution or delivery or performance by the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Bank, the Delaware Corporation, the Property 37 Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal, Michigan, or Delaware law governing the banking, trust, or corporate powers of the Property Trustee or the Delaware Trustee (as appropriate in context). (f) There are no proceedings pending or threatened against the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Bank, the Delaware Corporation, the Property Trustee or the Delaware Trustee to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of the Property Trustee and Delaware Trustee. Section 7.01 Representations and Warranties of the Property Trustee and Delaware Trustee. The Bank in its separate corporate capacity and as the Property Trustee and Bank One Delaware, Inc. in its separate corporate capacity and as the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a national banking corporation association or trust company duly organized, validly existing and in good standing under the laws of the State of MichiganUnited States, and Bank One Delaware, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) each of the Bank in its separate corporate capacity and in its capacity as the Property Trustee and Bank One Delaware, Inc. in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute, deliver this Trust Agreement and to perform their 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 each of the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware 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 each of the Bank in its capacity as the Property Trustee and by Bank One Delaware, Inc. in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Bank in its separate corporate capacity and as Property Trustee, and by Bank One Delaware, Inc. in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Bank or of Bank One Delaware, Inc. and such execution, delivery and performance will not (i) violate the Bank's or Bank One Delaware, Inc.'s charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the States State of Michigan or Delaware, as the case may be, governing the banking, trust, or corporate powers (as appropriate in context) of the Bank in its separate corporate capacity and in its capacity as the Property Trustee or of Bank One Delaware, Inc. in its capacity as the Delaware Trustee or in its separate corporate capacity, (as appropriate in context) 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 Bank, the Property Trustee, Bank One Delaware, Inc. or the Delaware Trustee; and (e) neither the authorization, execution, delivery or performance by the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Bank, the Delaware Corporation, the Property 37 Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal, Michigan, federal or Delaware law governing the banking, trust, or corporate powers of the Property Trustee or the Delaware Trustee (as appropriate in context). (f) There are no proceedings pending or or, to the best of their knowledge, threatened against the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Bank, the Delaware Corporation, the Property Trustee or the Delaware Trustee to enter into or perform its obligations under this Trust Agreement.

Representations and Warranties of the Property Trustee and Delaware Trustee. Section SECTION 7.01 Representations and Warranties of the Property Trustee and Delaware Trustee. The Bank in its separate corporate capacity and as the Property Trustee and Bank One Delaware, Inc. in its separate corporate capacity and as the Delaware Trustee, each on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a banking corporation national association or trust company duly organized, validly existing and in good standing under the laws of the State of MichiganUnited States, and Bank One Delaware, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) each of the Bank in its separate corporate capacity and in its capacity as the Property Trustee and Bank One Delaware, Inc. in its separate corporate capacity and in its capacity as the Delaware Trustee has full corporate power, authority and legal right to execute, deliver this Trust Agreement and to perform their 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 each of the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware 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 each of the Bank in its capacity as the Property Trustee and by Bank One Delaware, Inc. in its capacity as Delaware Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Bank in its separate corporate capacity and as Property Trustee, and by Bank One Delaware, Inc. in its separate corporate capacity and as the Delaware Trustee and do not require any approval of stockholders of the Bank or of Bank One Delaware, Inc. and such execution, delivery and performance will not (i) violate the Bank's or Bank One Delaware, Inc.'s charter or by-laws, or (ii) violate any law, governmental rule or regulation of the United States or the States State of Michigan or Delaware, as the case may be, governing the banking, trust, or corporate powers (as appropriate in context) of the Bank in its separate corporate capacity and in its capacity as the Property Trustee or of Bank One Delaware, Inc. in its capacity as the Delaware Trustee or in its separate corporate capacity, (as appropriate in context) 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 Bank, the Property Trustee, Bank One Delaware, Inc. or the Delaware Trustee; and (e) neither the authorization, execution, delivery or performance by the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee of this Trust Agreement, nor the consummation of any of the transactions by the Bank, the Delaware Corporation, the Property 37 Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein, nor the issuance of the Trust Securities Certificates pursuant to this Trust Agreement require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, the registration, or the qualification with or the taking of any other action with respect to any governmental authority or agency under any existing federal, Michigan, or Delaware law governing the banking, trust, or corporate powers of the Property Trustee or the Delaware Trustee (as appropriate in context). (f) There are no proceedings pending or threatened against the Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Bank, the Delaware Corporation, the Property Trustee or the Delaware Trustee to enter into or perform its obligations under this Trust Agreement.