Common use of Representations and Warranties of Trinity Clause in Contracts

Representations and Warranties of Trinity. Trinity represents and warrants to the Owner Participant, Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Policy Provider that, as of the date hereof: (a) Trinity is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted; (b) Trinity has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by it thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on Trinity or any of its properties, or contravene the provisions of, or constitute a default under or breach of, or result in the creation or imposition of any Lien (other than the Lien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment, Pledged Equipment, Subleases, Pledged Equipment Leases or any other portion of the Trust Estate or Collateral under, its Certificate of Incorporation, bylaws or any indenture, mortgage, contract or other agreement or instrument to which Trinity is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly authorized by all necessary actions on the part of Trinity, does not require any approval not already obtained by Trinity or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of Trinity, has been, or on or before the Closing Date will be, duly executed and delivered by Trinity and (assuming the due authorization, execution and delivery by each other party thereto) constitutes, or will constitute, the legal, valid and binding obligations of Trinity, enforceable against Trinity in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Trinity of this Agreement; (e) there are no pending or, to Trinity's knowledge, threatened actions or proceedings against Trinity before any court or administrative agency that would reasonably be expected to materially adversely affect Trinity's ability to perform its obligations under this Agreement; (f) since December 31, 2002, there has not occurred a material adverse change in the business, assets, condition (financial or otherwise) or results of operations of Trinity and its consolidated subsidiaries, taken as a whole; and (i) the balance sheet of Trinity as of March 31, 2003 and June 30, 2003, and the related statements of operations, stockholders' equity and cash flows for the periods then ended, and (ii) the balance sheet of Trinity as of December 31, 2002 and the related statements of income and cash flows of Trinity for the twelve month period ended on December 31, 2002, have been prepared in accordance with generally accepted accounting principles (except as may be stated in the notes thereto and except, with respect to interim financial statements, for yearend audit adjustments), consistently applied, and fairly set forth, in all material respects, the financial condition of Trinity as of such dates and the results of their operations and cash flows for such periods.

Representations and Warranties of Trinity. Trinity represents and warrants to the Owner Participant, Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Policy Provider that, as of the date hereof: (a) Trinity is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted; (b) Trinity has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by it thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on Trinity or any of its properties, or contravene the provisions of, or constitute a default under or breach of, or result in the creation or imposition of any Lien (other than the Lien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment, Pledged Equipment, Subleases, Pledged Equipment Leases or any other portion of the Trust Estate or Collateral under, its Certificate of Incorporation, bylaws or any indenture, mortgage, contract or other agreement or instrument to which Trinity is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly authorized by all necessary actions on the part of Trinity, does not require any approval not already obtained by Trinity or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of Trinity, has been, or on or before the Closing Date will be, duly executed and delivered by Trinity and (assuming the due authorization, execution and delivery by each other party thereto) constitutes, or will constitute, the legal, valid and binding obligations of Trinity, enforceable against Trinity in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Trinity of this Agreement; (e) there are no pending or, to Trinity's knowledge, threatened actions or proceedings against Trinity before any court or administrative agency that would reasonably be expected to materially adversely affect Trinity's ability to perform its obligations under this Agreement; (f) since December 31, 20022003, there has not occurred a material adverse change in the business, assets, condition (financial or otherwise) or results of operations of Trinity and its consolidated subsidiaries, taken as a whole; and (i) the balance sheet of Trinity as of March 31, 2003 2004 and June 30, 20032004, and the related statements of operations, stockholders' equity and cash flows for the periods then ended, and (ii) the balance sheet of Trinity as of December 31, 2002 2003 and the related statements of income and cash flows of Trinity for the twelve month period ended on December 31, 20022003, have been prepared in accordance with generally accepted accounting principles (except as may be stated in the notes thereto and except, with respect to interim financial statements, for yearend audit adjustments), consistently applied, and fairly set forth, in all material respects, the financial condition of Trinity as of such dates and the results of their operations and cash flows for such periods.

Representations and Warranties of Trinity. Trinity represents and warrants to the Owner Participant, Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Policy Provider that, as of the date hereof: (a) Trinity is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted; (b) Trinity has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by it thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on Trinity or any of its properties, or contravene the provisions of, or constitute a default under or breach of, or result in the creation or imposition of any Lien (other than the Lien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment, Pledged Equipment, Subleases, Pledged Equipment Leases or any other portion of the Trust Estate or Collateral under, its Certificate of Incorporation, bylaws or any indenture, mortgage, contract or other agreement or instrument to which Trinity is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly authorized by all necessary actions on the part of Trinity, does not require any approval not already obtained by Trinity or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of Trinity, has been, or on or before the Closing Date will be, duly executed and delivered by Trinity and (assuming the due authorization, execution and delivery by each other party thereto) constitutes, or will constitute, the legal, valid and binding obligations of Trinity, enforceable against Trinity in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Trinity of this Agreement; (e) there are no pending or, to Trinity's knowledge, threatened actions or proceedings against Trinity before any court or administrative agency that would reasonably be expected to materially adversely affect Trinity's ability to perform its obligations under this Agreement; (f) since December 31, 2002, there has not occurred a material adverse change in the business, assets, condition (financial or otherwise) or results of operations of Trinity and its consolidated subsidiaries, taken as a whole; and (g) (i) the balance sheet of Trinity as of March 31, 2003 and June 30, 2003, and the related statements of operations, stockholders' equity and cash flows for the periods then ended, and (ii) the balance sheet of Trinity as of December 31, 2002 and the related statements of income and cash flows of Trinity for the twelve month period ended on December 31, 2002, have been prepared in accordance with generally accepted accounting principles (except as may be stated in the notes thereto and except, with respect to interim financial statements, for yearend audit adjustments), consistently applied, and fairly set forth, in all material respects, the financial condition of Trinity as of such dates and the results of their operations and cash flows for such periods.

Representations and Warranties of Trinity. Trinity represents and warrants to the Owner Participant, Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Policy Provider that, as of the date hereof: (a) Trinity is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted; (b) Trinity has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by it thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on Trinity or any of its properties, or 34 contravene the provisions of, or constitute a default under or breach of, or result in the creation or imposition of any Lien (other than the Lien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment, Pledged Equipment, Subleases, Pledged Equipment Leases or any other portion of the Trust Estate or Collateral under, its Certificate of Incorporation, bylaws or any indenture, mortgage, contract or other agreement or instrument to which Trinity is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly authorized by all necessary actions on the part of Trinity, does not require any approval not already obtained by Trinity or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of Trinity, has been, or on or before the Closing Date will be, duly executed and delivered by Trinity and (assuming the due authorization, execution and delivery by each other party thereto) constitutes, or will constitute, the legal, valid and binding obligations of Trinity, enforceable against Trinity in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Trinity of this Agreement; (e) there are no pending or, to Trinity's knowledge, threatened actions or proceedings against Trinity before any court or administrative agency that would reasonably be expected to materially adversely affect Trinity's ability to perform its obligations under this Agreement; (f) since December 31, 2002, there has not occurred a material adverse change in the business, assets, condition (financial or otherwise) or results of operations of Trinity and its consolidated subsidiaries, taken as a whole; and (g) (i) the balance sheet of Trinity as of March 31, 2003 and June 30, 2003, and the related statements of operations, stockholders' equity and cash flows for the periods then ended, and (ii) the balance sheet of Trinity as of December 31, 2002 and the related statements of income and cash flows of Trinity for the twelve month period ended on December 31, 2002, have been prepared in accordance with generally accepted accounting principles (except as may be stated in the notes thereto and except, with respect to interim financial statements, for yearend audit adjustments), consistently applied, and fairly set forth, in all material respects, the financial condition of Trinity as of such dates and the results of their operations and cash flows for such periods.

Representations and Warranties of Trinity. Trinity represents and warrants to the Owner Participant, Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Policy Provider that, as of the date hereof: (a) Trinity is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted; (b) Trinity has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by it thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on Trinity or any of its properties, or contravene the provisions of, or constitute a default under or breach of, or result in the creation or imposition of any Lien (other than the Lien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment, Pledged Equipment, Subleases, Pledged Equipment Leases or any other portion of the Trust Estate or Collateral under, its Certificate of Incorporation, bylaws or any indenture, mortgage, contract or other agreement or instrument to which Trinity is a party or by which it or any of its properties may be bound or affected; (c) this Agreement has been duly authorized by all necessary actions on the part of Trinity, does not require any approval not already obtained by Trinity or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of Trinity, has been, or on or before the Closing Date will be, duly executed and delivered by Trinity and (assuming the due authorization, execution and delivery by each other party thereto) constitutes, or will constitute, the legal, valid and binding obligations of Trinity, enforceable against Trinity in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; (d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Trinity of this Agreement; (e) there are no pending or, to Trinity's knowledge, threatened actions or proceedings against Trinity before any court or administrative agency that would reasonably be expected to materially adversely affect Trinity's ability to perform its obligations under this Agreement; (f) since December 31, 20022003, there has not occurred a material adverse change in the business, assets, condition (financial or otherwise) or results of operations of Trinity and its consolidated subsidiaries, taken as a whole; and (g) (i) the balance sheet of Trinity as of March 31, 2003 2004 and June 30, 20032004, and the related statements of operations, stockholders' equity and cash flows for the periods then ended, and (ii) the balance sheet of Trinity as of December 31, 2002 2003 and the related statements of income and cash flows of Trinity for the twelve month period ended on December 31, 20022003, have been prepared in accordance with generally accepted accounting principles (except as may be stated in the notes thereto and except, with respect to interim financial statements, for yearend audit adjustments), consistently applied, and fairly set forth, in all material respects, the financial condition of Trinity as of such dates and the results of their operations and cash flows for such periods.