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

Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Securityholders Holders that: (a) the Trust Securities Certificates issued on the at Closing Date or the Option Closing Date, if applicable, on behalf of the Issuer Trust have been duly authorized and, shall and will have been, been duly and validly executed, and, subject to payment therefor, issued and delivered by the Administrative Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement Agreement, and the Securityholders shall 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 the Bank, 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 Securityholders that: (a) the Trust Securities Certificates issued on the Closing Date or the and on any Underwriters' Over-Allotment Option Closing Date, if applicable, Date on behalf of the Trust have been duly authorized and, shall and will have been, been duly and validly executed, issued and delivered by the Administrative Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders shall will be, as of such date, entitled to the benefits of this Trust Agreement; and (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by 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 Securityholders Holders that: (a) the Trust Securities Certificates issued on at the Closing Date or the Option Closing Date, if applicable, Time of Delivery on behalf of the Issuer Trust have been duly authorized and, shall and will have been, been duly and validly executed, and, subject to payment therefor, issued and delivered by the Administrative Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement Agreement, and the Securityholders shall 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 the Bank, either the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.. 48 - 43 -

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