Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:
(a) It is a national banking association duly formed and validly existing under the laws of the United States. It has all requisite corporate power and authority to execute, deliver and perform its obligations 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 federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) constitute any default under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or (iv) result in the creation or imposition of any lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee which are unrelated to this Agreement or the other Basic Documents.
(d) It has the power and authority to execute and deliver this Agreement; and the execution, delivery, and performance of this Agreement by it has been duly authorized by all necessary corporate action.
(e) This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.
Representations and Warranties of the Owner Trustee. The Owner Trustee represents and warrants to the Depositor as of the Closing Date:
Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer and the Certificateholders, that:
(a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.
(b) It has taken all 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 contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
(d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(e) The Owner Trustee 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 other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder.
(f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.
Representations and Warranties of the Owner Trustee. On the Closing Date, the representations and warranties of the Trust Company and the Owner Trustee contained in Section 3.1 and Section 3.4(a) shall be true and correct as of the Closing Date as though then made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date), and each of the Lessee, the Indenture Trustee, the Policy Provider, TILC, TRLTII and the Participants shall have received an Officer's Certificate to such effect dated such date from the Trust Company (in respect of the Trust Company) and the Owner Trustee (in respect of the Owner Trustee), and the Trust Company and the Owner Trustee shall have performed and complied with all agreements and conditions herein contained which are required to be performed or complied with by the Trust Company and the Owner Trustee, respectively, on or before said date.
Representations and Warranties of the Owner Trustee. The Owner Trustee, both in its individual capacity and as Owner Trustee (except that (x) the representations and warranties in Sections 3.1(a)(i), 3.1(a)(ii), 3.1(b)(i) and 3.1(b)(iii) are made by the Owner Trustee solely in its individual capacity and (y) the representations and warranties in Sections 3.1(c) and 3.1(k) are made by the Owner Trustee solely in its capacity as such), represents and warrants to the Owner Participant, each of the other Trustees 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) the Owner Trustee (i) is a ___________________ duly organized and validly existing in good standing under the laws of ________________, (ii) has full corporate power and authority to carry on its business as now conducted and to enter into 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, to enter into and perform its obligations under each of the Owner Trustee Agreements;
(i) the Owner Trustee, in its individual capacity, 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) the Owner Trustee in its trust capacity and, to the extent expressly provided therein, in its individual capacity, has duly authorized, executed and delivered each of the other Owner Trustee Agreements and, as of the Initial Closing Date and the Subsequent Closing Date, each of the Owner Trustee Agreements to be delivered on such Closing Date and (iii) the Trust Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, in its individual capacity, enforceable against it in its individual capacity in accordance with its terms 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 other Owner Trustee Agreements to which it is a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the O...
Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents, warrants and covenants to the Indenture Trustee, the Noteholders, the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Rating Agencies that as of the Closing Date and each Funding Date:
(a) The Owner Trustee is validly existing with its full rights and franchises as a Delaware banking corporation with full power and authority to execute and deliver this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement and to perform the terms and provisions hereof and thereof; the Owner Trustee has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Owner Trustee or the Trust Property.
(b) All necessary action has been taken by the Owner Trustee on behalf of the Trust to authorize and empower the Owner Trustee on behalf of the Trust, and the Owner Trustee has full power and authority to execute, deliver and perform its obligations under this Indenture, the Contribution Agreement, the Interest Rate Swap Agreement, the Administration Agreement and the Servicing Agreement, and the Owner Trustee has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement, and no consent or approval of any Person is required with the execution, delivery or performance by the Owner Trustee of this Indenture, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement.
(c) This Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement have been duly executed and delivered and the execution and delivery of this Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Contribution Agreement and the Servicing Agreement by the Owner Trustee and its performance and compliance with the terms hereof and thereof will not violate the Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute ...
Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Noteholders, and the Excess Distribution Certificateholder, that:
(a) It is duly organized and validly existing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations 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 contravene any federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date and each Funding Date:
(a) Organization, Etc. The Owner Trustee is a banking corporation in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof. The Owner Trustee is duly qualified to do business as a foreign business entity in good standing and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Owner Trustee.
Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Trust Depositor and the Owner and the Residual Interest Owner 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 to execute, deliver and perform its obligations 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 contravene any applicable Requirements of Law, including, without limitation, federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Trust Estate resulting from actions by or claims against the Owner Trustee individually which are unrelated to this Agreement or the other Transaction Documents.
Representations and Warranties of the Owner Trustee. The Owner Trustee, in its individual capacity and as the Owner Trustee as indicated, represents and warrants to each of the other parties hereto as follows, provided that the representations in the following paragraphs (f), (g), (h), (i) and (j) are made solely in its capacity as the Owner Trustee:
