Representations, Warranties and Covenants of the Trustee. (a) The Trustee hereby represents and warrants to, and covenants with, each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
(i) The Trustee is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan (insofar as such enforceability is dependent upon compliance by the Trustee with such laws) and to perform its obligations under this Agreement and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.
(ii) The Trustee’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Trustee’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which breach or default, in the good faith and reasonable judgment of the Trustee is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement.
(iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions pro...
Representations, Warranties and Covenants of the Trustee. State Street Bank and Trust Company (as successor to Investors Bank & Trust Company), in its capacity as initial Trustee under this Trust Agreement, hereby makes, and any successor Trustee by its appointment hereunder shall make, on the Closing Date (or on the applicable date of appointment), the following representations, warranties and covenants to the Down-MACRO Holding Trust (and agrees that the Depositor, the Administrative Agent and the Holders of the Down-MACRO Holding Shares may rely on each such representation, warranty and covenant):
Representations, Warranties and Covenants of the Trustee. Investors Bank & Trust Company, in its capacity as initial Trustee under this Trust Agreement, hereby makes, and any successor Trustee by its appointment hereunder shall make, on the Closing Date (or on the applicable date of appointment), the following representations, warranties and covenants to the Up-MACRO Tradeable Trust (and agrees that the Depositor, the Administrative Agent and the Holders of the Up-MACRO Tradeable Shares may rely on each such representation, warranty and covenant):
Representations, Warranties and Covenants of the Trustee. State Street Bank and Trust Company, N.A., in its capacity as initial Trustee under this Trust Agreement, hereby makes, and any successor Trustee by its appointment hereunder shall make, on the Closing Date (or on the applicable date of appointment), the following representations, warranties and covenants to the Up Trust (and agrees that the Depositor, the Administrative Agent and the Holders of the Up MacroShares may rely on each such representation, warranty and covenant):
Representations, Warranties and Covenants of the Trustee. The Trustee represents, warrants and covenants to the Grantor and Beneficiary that:
(a) The Trustee is a Qualified United States Financial Institution;
(b) In the ordinary course of its business, the Trustee maintains securities accounts for others and is acting in that capacity in this Trust Agreement;
(c) The Trust Account is and at all times shall be maintained at an office of the Trustee in the United States of America;
(d) The Trustee is not an Affiliate of the Grantor or the Beneficiary.
Representations, Warranties and Covenants of the Trustee. The Trustee hereby represents, warrants and covenants to the Collateral Agent, the Servicer, the Certificate Insurer, the Certificateholders, the Unaffiliated Seller and the Depositor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York;
(b) The Trustee has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement; and
(c) This Agreement has been duly and validly authorized, executed and delivered by the Trustee, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.05 shall survive delivery of the respective Trustee's Mortgage Files to the Collateral Agent, on behalf of the Trustee or to another custodian, as the case may be and shall inure to the benefit of the Certificate Insurer.
Representations, Warranties and Covenants of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer and the Special Servicer and for the benefit of the Certificateholders and the B Loan Holders, as of the Closing Date, that:
(i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States;
(ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;
(iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and the rights of creditors of banks specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;
(vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Trustee to perfor...
Representations, Warranties and Covenants of the Trustee. The Trustee represents, warrants and covenants to the Initial Covered Class D-1 Holder that:
(i) The Trustee is a national banking association duly authorized to engage in the business of banking under the laws of the United States of America;
(ii) The Trustee has full power and authority to 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 and constitutes its legal, valid and binding obligation in accordance with its terms.
(iv) The Trustee shall not amend, waive or otherwise modify any provisions of any Interest Rate Swap Agreement unless the Covered Class D-1 Holders have consented in writing thereto (such consent not to be unreasonably withheld or delayed).
Representations, Warranties and Covenants of the Trustee. [ ], in its capacity as initial Trustee under this Trust Agreement, hereby makes, and any successor Trustee by its appointment hereunder shall make, on the Closing Date (and on the date of any such appointment), the following representations, warranties and covenants to the Down-MACRO Holding Trust in accepting the Treasuries in trust and executing this Trust Agreement (and agrees that the Depositor, the Administrative Agent and the Holders, as applicable, may rely on each such representation, warranty and covenant):
Representations, Warranties and Covenants of the Trustee. ON BEHALF OF THE TRUST AS TO EACH ACCOUNT. The Trustee, on behalf of the Trust, represents and warrants that, as to each Account sold or to be sold hereunder, as of the applicable Closing Date:
(i) The Trustee has no knowledge of any right, lien or interest affecting the receivables in the Accounts or the proceeds thereof, other than the rights or interests created under the Pooling and Servicing Agreement; and
(ii) Under the terms of the Pooling and Servicing Agreement, the Trustee has full right and authority to sell and assign the Trust's interests in the receivables in each Account.
