Representations and Warranties of Trustee. The Trustee represents and warrants that:
(i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association;
(ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound;
(iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder;
(vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, admin...
Representations and Warranties of Trustee. The Trustee represents and warrants that:
(i) the Trustee is a banking corporation organized, existing and authorized to engage in the business of banking under the laws of the State of New York;
(ii) the Trustee has full power, authority and right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement; and
(iii) this Agreement has been duly executed and delivered by the Trustee.
Representations and Warranties of Trustee. The Trustee represents and warrants to the Issuer and the Secured Parties that:
(i) the Trustee is a national banking association with trust powers duly organized, existing and authorized to engage in the business of banking under the Laws of the United States;
(ii) the Trustee has full power, authority and right to execute, deliver and perform this Base Indenture and any Series Supplement issued concurrently with this Base Indenture and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture and any Series Supplement issued concurrently with this Base Indenture and to authenticate the Notes;
(iii) this Indenture has been duly executed and delivered by the Trustee; and
(iv) the Trustee meets the requirements of eligibility hereunder set forth in Section 11.9.
Representations and Warranties of Trustee. The Trustee hereby represents and warrants that:
(a) the Trustee is a national banking association organized and validly existing in good standing under the laws of the United States of America;
(b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Agreement, the Escrow Agreement, the Intercreditor Agreement and the Note Purchase Agreement and has taken all necessary action to authorize the execution, delivery, and performance by it of this Agreement, the Escrow Agreement, the Intercreditor Agreement and the Note Purchase Agreement;
(c) the execution, delivery and performance by the Trustee of this Agreement, the Escrow Agreement, the Intercreditor Agreement and the Note Purchase Agreement (i) will not violate any provision of United States law, Maryland law or any order, writ, judgment, or decree of any court, arbitrator or governmental authority of the United States or the State of Maryland applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not 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 mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;
(d) the execution, delivery and performance by the Trustee of this Agreement, the Escrow Agreement, the Intercreditor Agreement and the Note Purchase Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and
(e) this Agreement, the Escrow Agreement, the Intercreditor Agreement and the Note Purchase Agreement have been duly executed and delivered by the Trustee and constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be ...
Representations and Warranties of Trustee. The Trustee hereby makes the following representations and warranties on which the Issuer and Noteholders shall rely:
(i) the Trustee is a corporation duly organized, validly existing and in good standing under the laws of its place of incorporation; and
(ii) the Trustee has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture.
Representations and Warranties of Trustee. The Trustee shall make the following representations and warranties on which the Seller and Certificateholders may rely:
Representations and Warranties of Trustee. Trustee makes the following representations and warranties on which Seller, Servicer, and Holders may rely:
Representations and Warranties of Trustee. The Trustee hereby represents and warrants, on the Transfer Date, that:
(a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware;
(b) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents and has taken all necessary action to authorize such receipt, assumption and performance by it of this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party; 56 50
(c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents (i) will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not 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 mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;
(d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located...
Representations and Warranties of Trustee. The Trustee represents and warrants that:
(i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association;
(ii) neither the execution nor the delivery by the Trustee of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will violate its charter documents or by-laws.
(iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement; and
(iv) this Agreement has been duly executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Representations and Warranties of Trustee. The Trustee shall make the following representations and warranties on which the Depositor and Certificateholders shall be deemed to rely:
(i) The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its place of incorporation.
(ii) The Trustee has full corporate power, authority and legal right to execute and deliver, and to perform its obligations under, this Agreement, and shall have taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement.
(iii) This Agreement shall have been duly executed and delivered by the Trustee.
