Common use of Representations and Warranties of Depositor Clause in Contracts

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) The Trust Securities Certificates issued at Closing on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) The the Trust Securities Certificates issued at Closing the Time of Delivery on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, Agreement and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders that: (a) The the Trust Securities Certificates issued at on the Closing Date or the Option Closing Date on behalf of the Issuer Trust have been duly authorized and will and, shall have been been, duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Administrative Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, Agreement and the Holders will Securityholders shall be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Bank or the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders that: (a) The the Trust Securities Certificates issued at on the Closing Dates (and subsequent to the Closing Dates pursuant to the procedures for issuance set out in the Merger Agreements) on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, Agreement and the Holders Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) The the Trust Securities Certificates issued at the Closing Time on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees Trust pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Administrators or Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) The the Trust Securities Certificates issued at the Closing Time on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, -41- delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders that: (a) The the Trust Securities Certificates issued at on the Closing Date on behalf of the Issuer Trust have been duly authorized and, upon their execution, issuance and delivery, will have been been, duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, Agreement and the Holders Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) The the Trust Securities Certificates issued at Closing the Time of Delivery on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.. 49

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that: (a) The the Trust Securities Certificates issued at on the Closing Date on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The -------------------------------------------- Depositor hereby represents and warrants for the benefit of the Holders Property Trustee, the Delaware Trustee and the Securityholders that: (a) The the Trust Securities Certificates issued at on the Closing Date on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, and, subject to payment therefor, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, Agreement and the Holders Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Holders Securityholders that: (a) The the Trust Securities Certificates issued at on the Closing Date or the Option Closing Date, if applicable, on behalf of the Issuer Trust have been duly authorized and and, when so issued, will have been be duly and validly executed, and, subject to payment therefor, issued and delivered by at least one of the Issuer Administrative Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, Agreement and the Holders will Securityholders shall be, as of each such date, entitled to the benefits of this Trust Agreement; and (b) There there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either U.S. Trust, the Property Delaware Trustee or the Delaware Property Trustee, as the case may be, of this Trust Agreement.