Common use of Representations and Warranties of Trust Clause in Contracts

Representations and Warranties of Trust. The Trust hereby represents and warrants to each Lender that, as of the date of this agreement: (a) it has been validly settled and is validly subsisting under the laws of the Province of Ontario; (b) it has full power and capacity to execute and deliver each of the Trust Agreements and to perform its obligations thereunder, including, without limitation, this agreement; (c) this agreement and, at the time it enters into such document, each other Trust Agreement has been or will have been duly executed and delivered by the Trust; (d) assuming due authorization, execution and delivery thereof by all the parties thereto other than the Trust, this agreement and, at the time it enters into such document, each other Trust Agreement is or will be a legal valid, and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, and other laws affecting the rights of creditors generally, (ii) the qualification that equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction, (iii) the qualification that the effectiveness of any provision of any Trust Agreement exculpating a party from a liability or duty otherwise owed by it to another may be limited by law, (iv) the qualification that the awarding of costs is in the discretion of a court of competent jurisdiction, and (v) the qualification that any provision in the Trust Agreements which purports to sever from the relevant Trust Agreement any provision therein which is prohibited or unenforceable under applicable law without effecting the validity of the remainder of such Trust Agreement would be enforced only to the extent that a court determines that such prohibited or unenforceable provision could be severed without impairing the interpretation and application of the remainder of the relevant Trust Agreement; (e) the Notes, when duly executed either manually or by mechanically reproduced facsimile signature of any of the officers of the Issuer Trustee and certified by the manual countersignature of the Issuing Agent and delivered in compliance with the terms and conditions of the Trust Indenture and the Series A Supplement and when issued and delivered to the Liquidity Agent in accordance with the terms hereof, will constitute legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, will rank pari passu and will be secured equally and rateably by the Secured Property allocable to the Notes pursuant to the Trust Indenture and the Series A Supplement, subject to (i) applicable bankruptcy, insolvency, and other laws affecting the rights of creditors generally, (ii) the qualification that equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction, (iii) the qualification that the effectiveness of any provision of any Trust Agreement exculpating a party from a liability or duty otherwise owed by it to another may be limited by law, (iv) the qualification that the awarding of costs is in the discretion of a court of competent jurisdiction, and (v) the qualification that any provision in the Trust Agreements which purports to sever from the relevant Trust Agreement any provision therein which is prohibited or unenforceable under applicable law without effecting the validity of the remainder of such Trust Agreement would be enforced only to the extent that a court determines that such prohibited or unenforceable provision could be severed without impairing the interpretation and application of the remainder of the relevant Trust Agreement; and (f) no Insolvency Event has occurred with respect to it.

Representations and Warranties of Trust. The Trust hereby represents and warrants makes the following representations andwarranties to each Lender that, as Custodian: 2.2.1 The obligations of the date Trust set forth in this Agreement have been authorized by theTrust’s Board of this agreement: (a) it has been validly settled Trustees, acting as such Trustees for and is validly subsisting on behalf of the Trust, pursuant to theauthority vested in them under the laws of the Province State of Ontario; (b) it has full power and capacity to execute and deliver each its formation, the Declaration of the Trust Agreements and to perform its obligations thereunder, including, without limitation, this agreement; (c) this agreement and, at the time it enters into such document, each other Trust Agreement has been or will have been duly executed and delivered by the Trust; (d) assuming due authorization, execution and delivery thereof by all the parties thereto other than the Trust, this agreement and, at the time it enters into such document, each other Trust Agreement is or will be a legal valid, and binding obligation andthe By-Laws of the Trust, enforceable against provided, however, that this Agreement has been executed by Officersof the Trust as officers, and not individually, and the obligations contained herein are not bindingupon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Trustand then only to the extent of the assets of the Trust. 2.2.2 Appendix A sets forth the names and the signatures of all Authorized Persons as of thisdate, as certified by Trust. Trust agrees to furnish to the Custodian a new Appendix A in accordance formsimilar to the attached Appendix A, if any present Authorized Person ceases to be an AuthorizedPerson or if any other or additional Authorized Persons are elected or appointed. Until such newAppendix A shall be received, the Custodian shall be fully protected in acting under the provisionsof this Agreement upon Instructions or signatures of the then current Authorized Persons as setforth in the last delivered Appendix A. 2.2.3 This Agreement to the best of Trust’s knowledge, does not violate any constitutivedocument, agreement, judgment, order or decree to which the Trust is a party or by which it isbound, including without limitation any agreement in effect pertaining to the assets which may bemaintained under this Agreement. 2.2.4 By providing a Written Instruction with its termsrespect to an acquisition of an Investment in ajurisdiction other than the United States of America, subject the Trust shall be deemed to have confirmedto the Custodian that the Trust has (i) applicable bankruptcy, insolvency, assessed and other laws affecting the rights of creditors generallyaccepted all material Country or SovereignRisks and accepted responsibility for their occurrence, (ii) made all determinations required to bemade by the qualification that equitable remediesTrust under Applicable Law, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction, (iii) the qualification that the effectiveness of any provision of any Trust Agreement exculpating a party from a liability appropriately and adequately disclosed to allpersons who have rights in or duty otherwise owed by it to another may be limited by lawsuch Investments, (iv) the qualification that the awarding of costs is in the discretion of a court of competent jurisdictionall material investment risks, and (v) the qualification that any provision in the Trust Agreements which purports to sever from the relevant Trust Agreement any provision therein which is prohibited or unenforceable under applicable law without effecting the validity of the remainder of such Trust Agreement would be enforced only including thoserelating to the extent that a court determines that such prohibited custody and settlement infrastructure or unenforceable provision could be severed without impairing the interpretation and application servicing of the remainder of the relevant Trust Agreement; (e) the Notes, when duly executed either manually or by mechanically reproduced facsimile signature of any of the officers of the Issuer Trustee and certified by the manual countersignature of the Issuing Agent and delivered securities in compliance with the terms and conditions of the Trust Indenture and the Series A Supplement and when issued and delivered to the Liquidity Agent in accordance with the terms hereof, will constitute legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, will rank pari passu and will be secured equally and rateably by the Secured Property allocable to the Notes pursuant to the Trust Indenture and the Series A Supplement, subject to (i) applicable bankruptcy, insolvency, and other laws affecting the rights of creditors generally, (ii) the qualification that equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction, (iii) the qualification that the effectiveness of any provision of any Trust Agreement exculpating a party from a liability or duty otherwise owed by it to another may be limited by law, (iv) the qualification that the awarding of costs is in the discretion of a court of competent jurisdiction, and (v) the qualification that any provision in the Trust Agreements which purports to sever from the relevant Trust Agreement any provision therein which is prohibited or unenforceable under applicable law without effecting the validity of the remainder of such Trust Agreement would be enforced only to the extent that a court determines that such prohibited or unenforceable provision could be severed without impairing the interpretation and application of the remainder of the relevant Trust Agreement; and (f) no Insolvency Event has occurred with respect to itsuchjurisdiction.