Representations and Warranties of WTC. WTC represents and warrants that:
Representations and Warranties of WTC. WTC hereby represents and warrants as of the Closing Date that:
Representations and Warranties of WTC. WTC, in its ------------------------------------- individual capacity (except with respect to clauses (c) and (k) (to the extent applicable to WTC in its capacity as Owner Trustee) below) and as Owner Trustee with respect to clauses (c), (f) and (k) (to the extent applicable to WTC in its capacity as Owner Trustee) below, represents and warrants to each of the Owner Participant, the other Trustees, the Manager, the Lessee Parent and the Lessee, notwithstanding the provisions of Section 10.13 or any similar provision in any other Operative Agreement, that, as of the date hereof:
(a) WTC (i) is a trust company duly organized and validly existing in good standing under the laws of the State of Delaware, (ii) has full corporate power and authority to carry on its business as now conducted and execute, deliver and perform its obligations hereunder and under the Trust Agreement and (iii) (assuming due authorization, execution and delivery of the Trust Agreement by the Owner Participant) has full power and authority, as Owner Trustee and/or, to the extent expressly provided herein or therein, in its individual capacity, execute, deliver and perform its obligations under each of the Owner Trustee Agreements;
(i) WTC has duly authorized, executed and delivered the Trust Agreement, (ii) (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) WTC in its trustee capacity and, to the extent expressly provided therein, in its individual capacity, has, or on or prior to the Closing Date will have, duly authorized, executed and delivered each of the other Owner Trustee Agreements and, as of the Closing Date, the Equipment Notes, the Lease Supplements and the Indenture Supplements to be delivered on the Closing Date, (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Trust is a Delaware business trust duly organized and validly existing in good standing under the laws of the State of Delaware and (iv) the Trust Agreement constitutes a legal, valid and binding obligation of WTC enforceable against it in accordance with the terms thereof except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity;
(c) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, each of the Owner Trustee Agreemen...
Representations and Warranties of WTC. WTC hereby ------------------------------------- represents and warrants to the Owners that:
(a) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority and all material governmental licenses, authorizations, consents and approvals required under the laws of the State of Delaware and of the United States to execute, deliver and perform its obligations under this Agreement and to act as a trustee and fiduciary under this Agreement.
(b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.
(c) Neither the execution nor the delivery by it 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 (i) contravene any Delaware or Federal law, governmental rule or regulation governing the banking, trust or fiduciary powers of the Trustee or any judgment or order binding on it, (ii) constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound, (iii) result in the creation or imposition of any Lien on the Trust Estate or (iv) require any authorization or approval or other action by, or notice to or filing with, any governmental or regulatory authority under Delaware or Federal law with respect to the banking or the trust powers of the Trustee, except such as have been obtained, given or accomplished.
(d) There is no action, suit, investigation or proceeding pending (or, to the knowledge of WTC, threatened) against WTC or affecting the property of WTC before any court, arbitrator or administrative or governmental body which, individually or in the aggregate, if decided adversely to the interests of WTC, would have a materially adverse effect upon the ability of WTC to perform its obligations under this Agreement.
Representations and Warranties of WTC. Section 3.2. Representations and Warranties of the Lessee................................... 15 Section 3.3. Representations and Warranties of the Indenture Trustee........................................................................ 19 Section 3.4. Representations, Warranties and Covenants Regarding Beneficial Interest and Equipment Notes.......................................................................... 21 Section 3.5. Representations and Warranties of the Pass..................................... 21
Representations and Warranties of WTC. THE OWNER TRUSTEE, WT-FSB AND THE CO-OWNER TRUSTEE ON THE CLOSING DATE.
(a) WTC represents and warrants with respect to items (i), (ii), (iii)(A), (iv), (v), (vi), (vii), (viii), (ix) and (x) below, and the Owner Trustee represents and warrants with respect to items (iii)(B), (iv), (vi), (viii), (ix) and (x) that:
(i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware with its principal place of business and chief executive office (as such terms are used in Article 9 of the Uniform Commercial Code) at 1100 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration and has full corporate power and authority, in its individual capacity or (assuming the Trust Agreement has been duly authorized, executed and delivered by the Investor) as the Owner Trustee, as the case may be, to carry on its business as now conducted, and to execute, deliver and perform the Operative Agreements to which it is or is to be a party;
(ii) the execution, delivery and performance by WTC, either in its individual capacity or as the Owner Trustee, as the case may be, of the Operative Agreements to which it is or is to be a party have been duly authorized by all necessary corporate action on its part, and do not contravene its certificate of incorporation or by-laws and do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, chattel mortgage, dead of trust, lease, conditional sales contract, loan, or credit arrangement or other agreement or instrument to which it is a party or by which it or its properties may be bound or affected; each of this Agreement and the other Operative Agreements to which it is or is to be a party has been duly authorized, executed and delivered by WTC, either in its individual capacity or as the Owner Trustee, as the case may be, and neither the execution and delivery thereof nor WTC's performance of or compliance with any of the terms and provisions thereof will violate any State of Delaware or any political division thereof, or Federal law or regulation governing WTC's banking or trust powers;
(A) assuming due authorization, execution and delivery by each other party thereto, each of the Operative Agreements to which it is or is to be party when duly executed and delivered will, to the extent each such document is entered into by WTC in its individual capacity, constitute the legal, ...
