Common use of Representations, Warranties and Agreements of the Trust Clause in Contracts

Representations, Warranties and Agreements of the Trust. (a) The Trust hereby represents and warrants to the Bank, as of the date hereof and as of the Closing Date, as follows: (i) The Trust is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to own its assets and conduct its business, and the Trust has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby; (ii) Assuming the due authorization, execution and delivery of this Agreement by the Trust, this Agreement and all of the obligations of the Trust hereunder are the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The execution and delivery of this Agreement by the Trust and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the Trust is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any of the Trust's organizational documents or any agreement or instrument to which the Trust is a party or by which it is bound, or any order or decree applicable to the Trust, or result in the creation or imposition of any lien on any of the Trust's assets or property, in each case which would materially and adversely affect the ability of the Trust to carry out the transactions contemplated by this Agreement; (iv) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Trust, threatened against the Trust in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Trust contemplated herein, or which would be likely to impair materially the ability of the Trust to perform under the terms of this Agreement; (v) The Trust is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Trust or its properties or might have consequences that would materially and adversely affect its performance hereunder; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trust of or compliance by the Trust with this Agreement or the consummation of the transactions contemplated by this Agreement other than those that have been obtained by the Trust; and (vii) Upon the issuance of the Shares as provided herein, the Shares will be duly and validly issued, fully paid and non-assessable. The Shares, when issued and delivered to the Bank, will not be subject to preemptive rights.

Representations, Warranties and Agreements of the Trust. (a) The Trust hereby represents represents, warrants and warrants to the Bank, as of the date hereof and as of agrees that on the Closing Date, as follows: (i) The Trust has been duly established and is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to own its assets and conduct its businessConnecticutDelaware, and (ii) the Trust has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver enter into and perform its obligations under this Agreement and the other Operative Documents to which it is or will be party (the “Trust Documents”). (b) The execution, delivery and performance by it of each Trust Document has been duly authorized by all necessary action and do not and will not (i) violate any United States federal law or regulation relating to its banking or trust powers or any Applicable Law of the transactions contemplated hereby; State of [ ] or the State of [Connecticut]Delaware or any political subdivision thereof, (ii) Assuming contravene, result in any breach of, or constitute any default under, its charter or bylawsorganic documents or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected or (iii) require any consent or approval of, or notice to or registration with, or any other action with respect to, any United States federal Governmental Authority governing its banking or trust powers or any Governmental Authority of the State of [ ] or the State of [Connecticut]Delaware or any political subdivision thereof (other than those that have already been obtained); and the Trust is not, and will not throughout the Lease Term be, a party to any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long--term lease, license or other agreement or instrument other than the Trust Documents or other documents contemplated hereby or thereby (or any other documents or instruments incidental hereto or thereto) or incidental organizational and similar documents. (c) Each Trust Document has been duly executed and delivered by the Trust and, assuming the due authorization, execution and delivery of this Agreement by the Trustother parties thereto, this Agreement and all of the obligations of the Trust hereunder are constitutes the legal, valid and binding obligations obligation of the Trust, enforceable against the Trust in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);its terms. (iii) The execution and delivery of this Agreement by the Trust and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the Trust is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any of the Trust's organizational documents or any agreement or instrument to which the Trust is a party or by which it is bound, or any order or decree applicable to the Trust, or result in the creation or imposition of any lien on any of the Trust's assets or property, in each case which would materially and adversely affect the ability of the Trust to carry out the transactions contemplated by this Agreement; (ivd) There is are no action, suit, proceeding or investigation pending or, to the knowledge of the Trustits knowledge, threatened actions, suits or proceedings against the Trust in it before any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Trust contemplated herein, or which would be likely to impair materially the ability of the Trust to perform under the terms of this Agreement;administrative agency. (ve) The Trust is It has not (i) conveyed any interest in default with respect the Head Lease Interest to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Trust or its properties or might have consequences that would materially and adversely affect its performance hereunder; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trust of or compliance by the Trust with this Agreement or the consummation of the transactions contemplated by this Agreement other than those that have been obtained by the Trust; and (vii) Upon the issuance of the Shares as provided herein, the Shares will be duly and validly issued, fully paid and non-assessable. The Shares, when issued and delivered to the Bank, will not be subject to preemptive rights.Person or