Common use of Representations and Warranties of Trust Company Clause in Contracts

Representations and Warranties of Trust Company. Trust ----------------------------------------------- Company represents and warrants to each of the other parties hereto that: (a) Trust Company is a banking corporation duly organized and validly existing in good standing under the laws of the state of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement. (b) Trust Company has taken all corporate action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, and each such Operative Document and Xxxxxx Agreement has been or on or prior to the Delivery Date will be duly executed and delivered by it. (c) Neither the execution and delivery by Trust Company of any of the Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties governing the banking or trust powers of Trust Company; (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Trust Company is a party or by which any of its properties may be bound or affected; (iv) contravenes Trust Company's charter or by-laws; or (v) results in the creation of any Lien upon any of Trust Company's property. (d) Neither the execution and delivery by Trust Company of any Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof, will contravene any Applicable Law of the United States or the State of Delaware governing the Trust Company's banking or trust powers. (e) Neither the execution and delivery by Trust Company of each of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, requires the consent, approval or authorization of or the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal or Delaware Governmental Body governing Trust Company's banking or trust powers. (f) Each Operative Document and Xxxxxx Agreement to which Trust Company is a party constitutes (to the extent the Trust Company is a party thereto) its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (g) Trust Company is a United States Person, within the meaning of Section 7701(a)(30) of the Code. (h) Trust Company is not an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (i) On the Delivery Date, Owner Trustee will have whatever title to the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it on the Delivery Date, free and clear of any Lessor Liens attributable to Trust Company.

Representations and Warranties of Trust Company. The Trust ----------------------------------------------- Company Company, in its individual capacity, represents and warrants to each of the other parties party hereto that: (a) The Trust Company is a national banking corporation association duly organized and organized, validly existing and in good standing under the laws of the state of Delaware, United States and has all requisite the corporate power and authority to own its property and to transact the business in which it is engaged or presently proposes to engage. (b) The Trust Company or the Lessor, as the case may be, has the corporate power and authority to execute, deliver deliver, perform, and perform its obligations under the Trust Agreement. (b) Trust Company has taken take all corporate action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx Agreements contemplated by, each Transaction Document to which it is or will be a party, and each all such Operative Document and Xxxxxx Agreement action has been or duly and validly authorized by all necessary corporate proceedings on or prior to the Delivery Date will be duly executed and delivered by itits part. (c) Neither Each Transaction Document has been duly and validly executed and delivered by the execution and delivery by Trust Company of any of or the Operative Documents or Xxxxxx Agreements Lessor, as the case may be, and this Participation Agreement and the Trust Agreement constitute, and each other Transaction Document to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties governing the banking or trust powers of Trust Company; (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Trust Company is a party when executed and delivered by the Trust Company, will constitute, the legal, valid and binding obligation of the Trust Company enforceable against the Trust Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by which any general principles of its properties may be bound or affected; (iv) contravenes Trust Company's charter or by-laws; or (v) results in equity limiting the creation availability of any Lien upon any of Trust Company's propertyequitable remedies. (d) Neither No Governmental Action under any law of the execution and delivery by State of Connecticut or any United States federal law regulating the banking, trust or fiduciary powers of the Trust Company of any Operative Documents or Xxxxxx Agreements to which it Company, is or will be a partynecessary in connection with execution and delivery of this Participation Agreement or any other Transaction Document by the Trust Company or the Lessor, nor as the case may be, consummation by it the Trust Company or the Lessor, as the case may be, of the transactions contemplated therebyhereby, nor or performance of or compliance by it with any of the terms and conditions hereof or provisions thereof, will contravene any Applicable Law of thereof by the United States Trust Company or the State of Delaware governing Lessor, as the Trust Company's banking or trust powerscase may be. (e) Neither the execution and delivery of this Participation Agreement or any other Transaction Document by the Trust Company of each or the Lessor, as the case may be, nor consummation by the Lessor of the Operative Documents transactions contemplated hereby, nor performance of or compliance with the terms and Xxxxxx Agreements conditions hereof or thereof by the Trust Company or the Lessor, as the case may be, does or will: (i) violate or conflict with any law of the State of Connecticut or any federal law of the United States regulating the banking, trust or fiduciary powers of the Trust Company, or (ii) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of the Trust Company or the Lessor pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of the Trust Company or the Lessor under or in connection with, (A) the articles of association or by-laws (or other constituent documents) of the Trust Company, or (B) any other agreement or instrument or arrangement to which it is or will be a party, requires the consent, approval or authorization of Trust Company or the giving Lessor is a party or by which it or any of notice to, the registration with, its properties (now owned or the taking of any other action in respect of, any Federal hereafter acquired) may be subject or Delaware Governmental Body governing Trust Company's banking or trust powersbound. (f) Each Operative Document The Leased Premises are not, and Xxxxxx Agreement upon the acquisition thereof by the Lessor will not be, subject to which Trust Company is a party constitutes (to the extent any Liens or claims arising out of any act or omission by the Trust Company is a party thereto) its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (g) Trust Company is a United States Person, within the meaning of Section 7701(a)(30) of the Code. (h) Trust Company is Lessor not an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (i) On the Delivery Date, Owner Trustee will have whatever title related to the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it on the Delivery Date, free and clear of any Lessor Liens attributable to Trust Companytransactions contemplated hereby.

Representations and Warranties of Trust Company. Effective as of the Closing Date, the Trust ----------------------------------------------- Company represents and warrants in its individual capacity to each of the other parties hereto thatas follows: (a) Trust Company the execution, delivery and performance of the Operative Documents to which it or the Co-Trustee is a party in its individual capacity have been duly authorized by, and, when executed and delivered, the Operative Documents to which it or the Co-Trustee is a party in its individual capacity will constitute legal, valid and binding obligations of it or the Co-Trustee, enforceable against it or the Co-Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by general principles of equity; (b) it and the Co-Trustee have received all necessary governmental approvals and authorizations that presently are required under any Connecticut or United States federal Applicable Laws and Regulations governing its banking corporation or trust powers to perform its obligations under the Operative Documents to which it or the Co-Trustee is a party in its individual capacity; (c) it is a national banking association, duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of Delawareits organization, and it has full power, authority and legal right to carry on its business in all requisite corporate material respects as now conducted and as contemplated to be conducted by the Operative Documents; (d) there are no proceedings or actions pending or, to its knowledge, threatened against or affecting it in any court or before any Governmental Authority which, if adversely determined, would materially and adversely affect it or its right, power and authority to execute, deliver and perform its obligations under the Trust Agreement.Operative Documents to which it is a party in its individual capacity; (be) Trust Company has taken all corporate action necessary there is no event that with the giving of notice, passage of time or both would constitute an Event of Default attributable to authorize it or the Co-Trustee in their individual capacities; (f) the execution and delivery by it or the Co-Trustee of the Operative Documents and Xxxxxx Agreements to which it or the Co-Trustee is a party in its individual capacity and the performance by it or will be a party, and each such Operative Document and Xxxxxx Agreement has been or on or prior to the Delivery Date will be duly executed and delivered by it. (c) Neither the execution and delivery by Trust Company Co-Trustee of any all of the Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; are within its rights, powers and authority and (ii) contravenes do not and will not violate any law, judgment, governmental rule, regulation Connecticut or order applicable to or binding on it or on any of United States federal Applicable Laws and Regulations governing its properties governing the banking or trust powers (as any of Trust Company; (iiithe same may be applicable or applied to it) contravenes and do not and will not conflict with, or results result in any breach of any of the terms, conditions or constitutes any provisions of, or constitute a default under, its charter or by-laws or any indenture, mortgage, chattel mortgageconditional sale, deed of trust, conditional sales contract, bank loan or credit agreement, contract agreement or other instrument or agreement or instrument to which Trust Company it is a party or by which it or any of its properties may be property or assets are bound or affected; (iv) contravenes Trust Company's charter or by-laws; or (v) results result in the creation imposition of any Lien upon on it or any portion of Trust Company's property.the Estate assets; (dg) Neither the execution Trust Estate is free and delivery by Trust Company clear of any Operative Documents all Lessor Liens attributable to it or Xxxxxx Agreements to which the Co-Trustee; (h) it is or will be a party, nor the consummation by it maintains an office for administration of the transactions contemplated therebyTrust Estate in Hartford, nor compliance by it with any of the terms Connecticut; (i) there are no proceedings or provisions thereofactions pending or, will contravene any Applicable Law of the United States or the State of Delaware governing to the Trust Company's banking knowledge, threatened against or trust powers.affecting the Co-Trustee in any court or before any Governmental Authority which, if adversely determined, would materially and adversely affect the Co-Trustee or his right to perform his obligations under the Operative Documents to which he is a party; (ej) Neither there is no event that with the execution giving of notice, passage of time or both would constitute an Event of Default attributable to the Co-Trustee; (k) the execution, delivery and delivery by Trust Company of each performance of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, requires the consent, approval or authorization of or the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal or Delaware Governmental Body governing Trust Company's banking or trust powers. (f) Each Operative Document and Xxxxxx Agreement to which Trust Company Co-Trustee is a party constitutes (will not conflict with or breach any contract or agreement to which the extent the Trust Company Co-Trustee is a party thereto) its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity.party; and (gl) Trust Company is a United States Person, within the meaning place of Section 7701(a)(30) business of the CodeCo-Trustee is located in Hartford, Connecticut. (h) Trust Company is not an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (i) On the Delivery Date, Owner Trustee will have whatever title to the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it on the Delivery Date, free and clear of any Lessor Liens attributable to Trust Company.

Representations and Warranties of Trust Company. Trust ----------------------------------------------- Company represents and warrants to each of the other parties hereto that: (a) Trust Company is a banking corporation duly organized and validly existing in good standing under the laws of the state State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement. (b) Trust Company has taken all corporate action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, and each such Operative Document and Xxxxxx Agreement has been or on or prior to the Delivery Commencement Date will be duly executed and delivered by it. (c) Neither the execution and delivery by Trust Company of any of the Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; , (ii) contravenes any law, judgment, governmental rule, regulation or order of the United States or the State of Delaware applicable to or binding on it or on any of its properties governing the banking or trust powers of Trust Company; , (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Trust Company is a party or by which any of its properties may be bound or affected; , (iv) contravenes Trust Company's charter or by-laws; laws or (v) results in the creation of any Lien upon any of Trust Company's property. (d) Neither the execution and delivery by Trust Company of any Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof, will contravene any Applicable Law of the United States or the State of Delaware governing the Trust Company's banking or trust powers. (e) Neither the execution and delivery by Trust Company of each of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof requires the consent, approval or authorization of or the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal or Delaware Governmental Body governing Trust Company's banking or trust powers. (f) Each Assuming each Operative Document and Xxxxxx Agreement to which Trust Company is or is to be a party constitutes or will constitute the legal, valid and binding obligation of all parties thereto (other than Trust Company and Owner Trustee), enforceable against such parties in accordance with its terms, each Operative Document and Xxxxxx Agreement to the extent which the Trust Company is or will be a party thereto) constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (g) Trust Company is a United States Person, within the meaning of Section 7701(a)(30) of the Code. (h) Trust Company is not an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (i) On the Delivery Commencement Date, Owner Trustee will have whatever title to the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it by Owner Participant on or prior to the Delivery Commencement Date, free and clear of any Lessor Liens attributable to Trust Company.

Representations and Warranties of Trust Company. Trust ----------------------------------------------- Company represents and warrants to each of the other parties hereto that: (a) Trust Company is a national banking corporation association duly organized and validly existing in good standing under the laws of the state United States of DelawareAmerica, and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement. (b) Trust Company has taken all corporate action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, and each such Operative Document and Xxxxxx Agreement has been or on or prior to the Delivery Closing Date (or the In-Service Date with respect to the Lease) will be duly executed and delivered by it. (c) Neither the execution and delivery by Trust Company of any of the Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; , (ii) contravenes any law, judgment, governmental rule, regulation or order of the United States or the State of Connecticut applicable to or binding on it or on any of its properties governing the banking or trust powers of Trust Company; , (iii) contravenes or results in any breach of 34 or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Trust Company is a party or by which any of its properties may be bound or affected; , (iv) contravenes Trust Company's charter or by-laws; laws or (v) results in the creation of any Lien upon any of Trust Company's property. (d) Neither the execution and delivery by Trust Company of any Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof, will contravene any Applicable Law of the United States or the State of Delaware Connecticut governing the Trust Company's banking or trust powers. (e) Neither the execution and delivery by Trust Company of each of the Operative Documents and Xxxxxx Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof requires the consent, approval or authorization of or the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal or Delaware Connecticut Governmental Body governing Trust Company's banking or trust powers. (f) Each Operative Document and Xxxxxx Agreement to which Trust Company is or is to be a party constitutes or will constitute (to the extent the Trust Company is a party thereto) its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (g) Trust Company is a United States Person, within the meaning of Section 7701(a)(30) of the Code. (h) Trust Company is not an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (i) On the Delivery Closing Date, Owner Trustee will have whatever title to the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it on the Delivery Closing Date, free and clear of any Lessor Liens attributable to Trust Company.

Representations and Warranties of Trust Company. The Trust ----------------------------------------------- Company Company, in its individual capacity, represents and warrants to each of the other parties party hereto that: (a) The Trust Company is a national banking corporation association duly organized and organized, validly existing and in good standing under the laws of the state of Delaware, United States and has all requisite the corporate power and authority to own its property and to transact the business in which it is engaged or presently proposes to engage. (b) The Trust Company or the Lessor, as the case may be, has the corporate power and authority to execute, deliver deliver, perform, and perform its obligations under the Trust Agreement. (b) Trust Company has taken take all corporate action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx Agreements contemplated by, each Transaction Document to which it is or will be a party, and each all such Operative Document and Xxxxxx Agreement action has been or duly and validly authorized by all necessary corporate proceedings on or prior to the Delivery Date will be duly executed and delivered by itits part. (c) Neither Each Transaction Document has been duly and validly executed and delivered by the execution and delivery by Trust Company of any of or the Operative Documents or Xxxxxx Agreements Lessor, as the case may be, and this Participation Agreement and the Trust Agreement constitute, and each other Transaction Document to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties governing the banking or trust powers of Trust Company; (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Trust Company is a party when executed and delivered by the Trust Company, will constitute, the legal, valid and binding obligation of the Trust Company enforceable against the Trust Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by which any general principles of its properties may be bound or affected; (iv) contravenes Trust Company's charter or by-laws; or (v) results in equity limiting the creation availability of any Lien upon any of Trust Company's propertyequitable remedies. (d) Neither No Governmental Action under any law of the execution and delivery by State of Connecticut or any United States federal law regulating the banking, trust or fiduciary powers of the Trust Company of any Operative Documents or Xxxxxx Agreements to which it Company, is or will be a partynecessary in connection with execution and delivery of this Participation Agreement or any other Transaction Document by the Trust Company or the Lessor, nor as the case may be, consummation by it the Trust Company or the Lessor, as the case may be, of the transactions contemplated therebyhereby, nor or performance of or compliance by it with any of the terms and conditions hereof or provisions thereof, will contravene any Applicable Law of thereof by the United States Trust Company or the State of Delaware governing Lessor, as the Trust Company's banking or trust powerscase may be. (e) Neither the execution and delivery by Trust Company of each of the Operative Documents and Xxxxxx Agreements to which it is this Participation Agreement or will be a party, requires the consent, approval or authorization of or the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal or Delaware Governmental Body governing Trust Company's banking or trust powers. (f) Each Operative Transaction Document and Xxxxxx Agreement to which Trust Company is a party constitutes (to the extent by the Trust Company is a party thereto) its legalor the Lessor, valid as the case may be, nor consummation by the Lessor of the transactions contemplated hereby, nor performance of or compliance with the terms and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium conditions hereof or other similar laws affecting creditors' rights generally, and to general principles of equity. (g) thereof by the Trust Company is a United States Personor the Lessor, within as the meaning of Section 7701(a)(30) of the Code. (h) Trust Company is not an exempt organization within the meaning of Subchapter Fcase may be, Chapter I of Subtitle A of the Code. does or will: (i) On violate or conflict with any law of the Delivery DateState of Connecticut or any federal law of the United States regulating the banking, Owner Trustee will have whatever title to trust or fiduciary powers of the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it on the Delivery Date, free and clear of any Lessor Liens attributable to Trust Company., or

Representations and Warranties of Trust Company. Trust ----------------------------------------------- Company represents and warrants to each of the other parties hereto hereto, as of the date hereof, that: (a) Trust Company is a national banking corporation association duly organized and validly existing in good standing under the laws of the state United States of DelawareAmerica, and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Trust AgreementOperative Documents and XM Agreements to which it is a party. (b) Trust Company is a U.S. Person as that term is defined in ITAR Section 120.15. (c) Trust Company has taken all corporate action necessary to authorize the execution and delivery by it of the Operative Documents and Xxxxxx XM Agreements to which it is or will be a party, and each such Operative Document and Xxxxxx XM Agreement has been or on or prior to the Delivery Closing Date will be duly executed and delivered by it. (cd) Neither the execution and delivery by Trust Company of any of the Operative Documents or Xxxxxx XM Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby nor compliance by it with any of the terms or provisions thereof (i) requires any approval of the stockholders of Trust Company; , (ii) contravenes any law, judgment, governmental rule, regulation or order of the United States or the State of Utah applicable to or binding on it or on any of its properties governing the banking or trust powers of Trust Company; , (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which Trust Company is a party or by which any of its properties may be bound or affected; , (iv) contravenes Trust Company's ’s charter or by-laws; laws or (v) results in the creation of any Lien upon any of Trust Company's ’s property. (de) Neither the execution and delivery by Trust Company of any Operative Documents or Xxxxxx XM Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof, will contravene any Applicable Law of the United States or the State of Delaware Utah governing the Trust Company's ’s banking or trust powers. (ef) Neither the execution and delivery by Trust Company of each of the Operative Documents and Xxxxxx XM Agreements to which it is or will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or provisions thereof requires the consent, approval or authorization of or the giving of notice to, the registration with, or the taking of any other action in respect of, any Federal or Delaware State of Utah Governmental Body governing Trust Company's ’s banking or trust powers. (fg) Each Operative Document and Xxxxxx XM Agreement to which Trust Company is or is to be a party constitutes or will constitute (to the extent the Trust Company is a party thereto) its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium or other similar laws Bankruptcy Laws affecting creditors' ’ rights generally, and to general principles of equity. (g) Trust Company is a United States Person, within the meaning of Section 7701(a)(30) of the Code.. XM-4 Participation Agreement (h) Trust Company is not an exempt organization a domestic corporation, within the meaning of Subchapter F, Chapter I of Subtitle A Section 7701(a)(4) of the Code. (i) On the Delivery Closing Date, Owner Trustee will have whatever title to the Buyer’s Transponders and the remainder of Lessor's ’s Estate as was granted or conveyed to it on the Delivery Closing Date, free and clear of any Lessor Liens attributable to Trust Company.