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

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 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 or New York law governing the trust or corporate powers of the Property Trustee; and (f) there are no proceedings pending or threatened against the Trust Company or the Property 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 Trust Company or the Property Trustee to enter into or perform its obligations under 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, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Trust Company Property Trustee is a New York banking 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 execute, deliver 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 respective valid and legally binding agreement of the Property Trustee, 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 has been duly authorized by all necessary corporate or other action on the part of the Trust Company in its separate corporate capacity and as Property Trustee and do does not require any approval of stockholders of the Trust Company Property Trustee, and such execution, delivery and performance will not (i) violate the Trust CompanyProperty Trustee's charter Charter or byBy-laws, (ii) 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 properties included in 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 (iiiii) violate any law, governmental rule or regulation of the United States or the State of New York governing the bankingcorporate, trust, banking or corporate trust 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, execution or delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, 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 Securities Certificates pursuant to this Trust Agreement require requires 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 Federal law or under the laws of the State of New York law governing the corporate, banking or trust or corporate powers of the Property Trustee; and (f) there are no proceedings pending or or, to the best of the Property Trustee's knowledge, threatened against the Trust Company or affecting the Property 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 materially and adversely affect the Trust or would question the right, power and authority of the Trust Company or the Property Trustee to enter into or perform its obligations as one of the Trustees under 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, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Trust Company Property Trustee is a New York banking 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 execute, deliver 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 respective valid and legally binding agreement of the Property Trustee, 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 has been duly authorized by all necessary corporate or other action on the part of the Trust Company in its separate corporate capacity and as Property Trustee and do does not require any approval of stockholders of the Trust Company Property Trustee, and such execution, delivery and performance will not (i) violate the Trust Company's charter Property Trustee’s Charter or byBy-laws, or (ii) 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 properties included in 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) to its knowledge, violate any law, governmental rule or regulation of the United States or the State of New York governing the bankingcorporate, trust, banking or corporate trust 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, execution or delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, 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 Securities Certificates pursuant to this Trust Agreement require requires 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 Federal law or under the laws of the State of New York law governing the corporate, banking or trust or corporate powers of the Property Trustee; and (f) there are no proceedings pending or or, to the Property Trustee’s knowledge, threatened against the Trust Company or affecting the Property 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 materially and adversely affect the Trust or would question the right, power and authority of the Trust Company or the Property Trustee to enter into or perform its obligations as one of the Trustees under 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, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Trust Company Property Trustee is a New York banking 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 execute, deliver 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 respective valid and legally binding agreement of the Property Trustee, 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 has been duly authorized by all necessary corporate or other action on the part of the Trust Company in its separate corporate capacity and as Property Trustee and do does not require any approval of stockholders of the Trust Company Property Trustee, and such execution, delivery and performance will not (i) violate the Trust CompanyProperty Trustee's charter Charter or byBy-laws, (ii) 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 properties included in 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 (iiiii) violate any law, governmental rule or regulation of the United States or the State of New York governing the bankingcorporate, trust, banking or corporate trust 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, execution or delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, 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 Securities Certificates pursuant to this Trust Agreement require therein requires 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 or New York Federal law governing the corporate, banking or trust or corporate powers of the Property TrusteeTrustee under the laws of the State of New York; and (f) there are no proceedings pending or or, to the best of the Property Trustee's knowledge, threatened against the Trust Company or affecting the Property 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 materially and adversely affect the Trust or would question the right, power and authority of the Trust Company or the Property Trustee to enter into or perform its obligations as one of the Trustees under 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, Trustee hereby represents and warrants for the benefit of the Depositor and the Securityholders Holders that: (a) the Trust Company Property Trustee is a corporation or trust company national banking association, duly organized, validly existing and in good standing under the laws of the State of New YorkUnited States; (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 execute, deliver 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 legal, valid and legally binding agreement of the Property Trustee, Trustee enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principlesprinciples of equity; (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 or other 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 Property Trustee and such execution, delivery and performance will not (i) violate the Trust Company's charter Articles of Association or byBy-laws, laws of the Property Trustee or (ii) violate any applicable law, governmental rule or regulation of the United States or the State of New York governing the banking, trust, trust or corporate general 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, execution or delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, 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 Securities Certificates pursuant to this Trust Agreement require requires 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 or New York law of the United States governing the banking, trust or corporate general powers of the Property Trustee; and (f) there are no proceedings pending or or, to the best of the Property Trustee's knowledge, threatened against the Trust Company or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal whichthat, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Trust or would question the right, power and authority of the Trust Company or the Property Trustee Trustee, to enter into or perform its obligations as one of the Trustees under 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 Trustee represents and warrants for the benefit of the Depositor and the Securityholders Holders that: (a) the Trust Company Property Trustee is a corporation or trust company banking corporation, 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 execute, deliver 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, Trustee enforceable against it the Property Trustee 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 has been duly authorized by all necessary corporate or other action on the part of the Trust Company in its separate corporate capacity and as Property Trustee and do does not require any approval of stockholders of the Trust Company Property Trustee and such execution, delivery and performance will not (i) violate the Charter or By-laws of the Property Trustee, (ii) 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 properties included in the Trust Company's charter Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or by-lawsother agreement or instrument to which the Property Trustee is a party or by which it is bound, or (iiiii) violate any law, governmental rule or regulation of the United States or the State of New York governing the banking, trust, trust or corporate general 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, execution or delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, 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 Securities Certificates pursuant to this Trust Agreement require requires 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 or law of the State of New York law governing the banking, trust or corporate general powers of the Property Trustee; and (f) there are no proceedings pending or or, to the best of the Property Trustee's knowledge, threatened against the Trust Company or affecting the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal whichthat, individually or in the aggregate, would have a material adverse effect on materially and adversely affect the Issuer Trust or would question the right, power and authority of the Trust Company or the Property Trustee to enter into or perform its obligations as one of the Issuer Trustees under 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, Trustee hereby represents and warrants for the benefit of the Depositor Sponsor and the Securityholders that: (a) the Trust Company Property Trustee is a New York banking 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 meets the applicable eligibility requirements set forth in Section 8.7, has full corporate power, authority and legal right to execute execute, deliver 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, 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 or other 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 Property Trustee and such execution, delivery and performance will not (i) violate the Trust Company's charter or by-lawslaws of the Property Trustee, (ii) 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 properties included in 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 (iiiii) violate any law, governmental rule or regulation of the United States or the State of New York governing the corporate, banking, trust, trust or corporate general 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, execution or delivery or performance by the Trust Company or the Property Trustee of this Trust Agreement, 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 Securities Certificates pursuant to this Trust Agreement require requires 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 or New York Federal law governing the banking, trust or corporate general powers of the Property TrusteeTrustee or under the laws of the State of New York; and (f) there are no proceedings pending or or, to the best of the Property Trustee's knowledge, threatened against the Trust Company or affecting the Property 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 materially and adversely affect the Trust or would question the right, power and authority of the Trust Company or the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Property Trustee. AND THE DELAWARE TRUSTEE The Trust Company in its separate corporate capacity Property Trustee and as the Property Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders Holders that: (a) The Property Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of New York, 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 execution, delivery and performance by the Property Trustee of this Trust Agreement has 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, 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 does not conflict with or constitute a breach of the certificate of incorporation or by-laws of the Property Trustee. (d) At the Closing Time, the Property Trustee has not knowingly created any Liens on the Trust Company Securities. (e) No consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is a corporation required for the execution, delivery or trust company performance by the Property Trustee, of this Trust Agreement. (f) The Delaware Trustee is 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 Delaware, with trust power and in its capacity as the Property Trustee has full corporate power, authority and legal right to execute and deliver this Trust Agreement deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement and has taken all necessary action to authorize the Agreement. (g) The execution, delivery and performance by it the Delaware Trustee of this Trust Agreement; (c) this Trust Agreement has been duly authorized, authorized by all necessary corporate action on the part of the Delaware Trustee; and this Trust Agreement has been duly executed and delivered by the Property Trustee Delaware Trustee, and constitutes the a legal, valid and legally binding agreement obligation of the Property Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights right generally and to general equity principles;principles of (dh) the The execution, delivery and performance of this Trust Agreement and by the consummation Delaware Trustee does not conflict with or constitute a breach of the transactions contemplated thereby by the Trust Company in its capacity as the Property Trustee certificate of this Trust Agreement have been duly authorized by all necessary corporate action on the part incorporation or by-laws 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 Delaware Trustee. (i) violate the Trust Company's charter No consent, approval or by-lawsauthorization of, or (ii) violate registration with or notice to any law, governmental rule state or regulation of Federal banking authority is required for 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 Delaware 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 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 or New York law governing the trust or corporate powers of the Property Trustee; and. (fj) there are no proceedings pending or threatened against the Trust Company or the Property The Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or is an entity which has its principal place of business in the aggregate, would have a material adverse effect on the right, power and authority State of the Trust Company or the Property Trustee to enter into or perform its obligations under this Trust AgreementDelaware.