Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
Representations of the Trustee. AND THE ADMINISTRATIVE AGENT
SECTION 12.1 Representations and Warranties of the Trustee..................................39 SECTION 12.2 Representations and Warranties of the Administrative Agent.....................41
Representations of the Trustee. The Trustee hereby represents and warrants that it is duly authorized to execute and deliver this First Supplemental Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1, if any, supplied to the Company are true and accurate subject to the qualifications set forth therein.
Representations of the Trustee. The Trustee represents that (a) it is a national banking association duly organized and validly existing under the laws of the United States and is qualified to exercise trust powers under the laws of the State; (b) it is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Trustee which would impair its ability to carry out its obligations contained in this Agreement or the other Operative Documents to which it is a party; (c) it is legally empowered to enter into and perform the transactions contemplated by this Agreement and the other Operative Documents to which it is a party; (d) it has by all necessary corporate action authorized the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party; (e) this Agreement and the other Operative Documents to which it is a party, when executed and delivered by the Trustee, will constitute the legal, valid and binding obligation of the Trustee, enforceable against it in accordance with their respective terms, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; and (f) it will take all necessary action to remain in good standing and duly authorized to exercise corporate trust powers in the State.
Representations of the Trustee. As of the date hereof, the Trustee represents and warrants to the Class D-2 Purchaser that:
Representations of the Trustee. The Trustee represents, warrants and undertakes to the Custodian only that:
a. it is a company duly incorporated and registered under the laws of its jurisdiction of incorporation;
b. the Agreement has been duly authorised, executed and delivered on its behalf and constitutes the legal, valid and binding obligations of the Trustee and the execution, delivery and performance of this Agreement by the Trustee does not and will not violate or conflict with any law or regulation applicable to it, its constitutional documents, or any document binding upon it or any of its respective assets and does not require the consent of any governmental or regulatory body except for such consents and approvals as have been obtained and which are, and shall remain, in full force and effect;
c. it has all necessary power, authority and consent to enter into this Agreement and to appoint the Custodian as custodian under this Agreement and to the extent the Trustee is acting on behalf of the owners of the Securities, the Trustee has obtained the authorisation from the owners to deposit their Securities with the Custodian;
d. in respect of each Series of Notes, the Securities and Cash are and will remain during the term of this Agreement free and clear of all liens, pledges, charges, security interests and encumbrances (except for those referred to in this Agreement or granted pursuant to the applicable Security Documents);
e. in relation to data disclosed to the Custodian in connection with this Agreement, or any previous custody arrangements, the Trustee has complied with, and shall continue to comply with the provisions of all relevant data protection laws and regulations and shall not do anything, or permit anything to be done which might lead to a breach of such laws or regulations by the Custodian; and
f. it is fully authorised and empowered and has the capacity to engage in the transactions contemplated by this Agreement.
Representations of the Trustee. The Trustee understands that the issuance of the Restricted Shares is intended to be exempt from registration under the Securities Act by virtue of §4(2) and represents and warrants that: (i) he is aware that the Restricted Shares are not registered under the Securities Act or the securities or “blue sky” laws of any state or jurisdiction; (ii) he understands that the Restricted Shares cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available and represents that he is acquiring the Restricted Shares for investment and not for immediate resale; and (iii) he acknowledges that the Restricted Shares will be treated as taxable income to him under the Code.
Representations of the Trustee. The Trustee hereby represents and warrants that it meets statutory requirements for firms acting as Trustees as communicated in writing to the Trustee by Tarion on or before the date of this Agreement.
Representations of the Trustee. The Trustee represents and warrants that the execution of this Loan Agreement has been lawfully authorized by all requisite corporation action of the Trustee and the officers executing this Loan Agreement on behalf of the Trustee are the officers indicated by their titles subscribed beneath their names and are authorized to execute this Loan Agreement on behalf of the Trustee.
Representations of the Trustee. The Trustee hereby represents and warrants to the Issuer and the State Treasurer as follows:
(a) The Trustee is a national banking association duly organized and existing under the laws of the United States of America, is authorized and empowered to execute and deliver the Indenture and this Tax Distribution Agreement and has full power and authority to act as Trustee as provided in the Indenture and this Tax Distribution Agreement.
(b) This Tax Distribution Agreement has been duly executed and delivered on behalf of the Trustee by the duly authorized officer of the Trustee. The execution and delivery by the Trustee of this Tax Distribution Agreement and the performance by the Trustee of its express duties under this Tax Distribution Agreement has been duly authorized by all necessary action on the part of the Trustee. This Tax Distribution Agreement constitutes the valid and binding obligation of the Trustee, enforceable in accordance with its terms.
