Common use of Representations and Warranties of Property Trustee Clause in Contracts

Representations and Warranties of Property Trustee. The Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration. (b) The execution, delivery and performance by the Property Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration has been duly executed and delivered by the Property Trustee, and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation or By-laws of the Property Trustee. (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal or Delaware banking authority is required for the execution, delivery or performance by the Property Trustee of the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this DeclarationAgreement, and each Successor Property Trustee represents and warrants warrants, as applicable, to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The the Property Trustee is a banking corporation with corporation, a national banking association or a bank or trust powerscompany, duly organized, validly existing and in good standing under the laws of the United States or a State of Delawarethe United States, as the case may be, with trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.Agreement; (b) The the execution, delivery and performance by the Property Trustee of the Declaration has Agreement have been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration Agreement has been duly executed and delivered by the Property Trustee, Trustee under applicable law and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (c) The the execution, delivery and performance of the Declaration this Agreement by the Property Trustee does do not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee.; and (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal federal or Delaware state banking authority is required for the execution, delivery or performance by the Property Trustee of the Declarationthis Agreement, which consent, approval, authorization or registration has not been obtained.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust Trust, to the Holders of Securities and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust Trust, to the Holders of Securities, and to the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a New York banking corporation with corporation, a national banking association or a bank or trust powers, company duly organized, validly existing and in good standing under the laws of the any State of Delawarethe United States or the District of Columbia, in any case with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.; (b) the Property Trustee satisfies the requirements set forth in Section 5.3(a); (c) The execution, delivery and performance by the Property Trustee of the this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The This Declaration has been duly executed and delivered by the Property Trustee, Trustee and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (cd) The execution, delivery and performance of the this Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee. (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration.; and (e) No consent, approval or authorization of, or registration with or notice to, any Federal state or Delaware federal banking authority is required for the execution, delivery or performance by the Property Trustee of the this Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: : (a) The Property Trustee is a New York banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration. ; (b) The execution, delivery and performance by the Property Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration has been duly executed and delivered by the Property Trustee, Trustee and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). ; (c) The execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate Articles of incorporation Organization or By-laws of the Property Trustee. ; (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any State or Federal or Delaware banking authority is required for the execution, delivery or performance by the Property Trustee of the this Declaration.; and

Representations and Warranties of Property Trustee. The -------------------------------------------------- Property Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The the Property Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of DelawareIowa, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration. (b) The execution, delivery and performance by the Property Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration has been duly executed and delivered by the Property Trustee, and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation or By-laws of the Property Trustee. (d) To its knowledge, at At the Closing Date, there are no the Property Trustee will be the record holder of the Debentures and the Property Trustee has not knowingly created any liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declarationsuch Debentures. (e) No consent, approval or authorization of, or registration with or notice to, any Federal or Delaware banking authority is required for the execution, delivery or performance by the Property Trustee of the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this DeclarationAmended and Restated Declaration of Trust, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a banking corporation national bank with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.Amended and Restated Declaration of Trust; (b) The execution, delivery and performance by the Property Trustee of the this Amended and Restated Declaration has of Trust have been duly authorized by all necessary corporate action on the part of the Property Trustee. The This Amended and Restated Declaration of Trust has been duly executed and delivered by the Property Trustee, Trustee and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (c) The execution, delivery and performance of the this Amended and Restated Declaration of Trust by the Property Trustee does do not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee.; and (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal Delaware or Delaware federal banking authority is required for the execution, delivery or performance by the Property Trustee of the Declarationthis Amended and Restated Declaration of Trust.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants warrants, as applicable, to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The the Property Trustee is a national banking corporation association with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delawarestanding, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration.; (b) The the execution, delivery and performance by the Property Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration has been duly executed and delivered by the Property Trustee, and under Delaware law (excluding securities laws) it constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (c) The the execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee.; and (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal South Carolina or Delaware federal banking authority is required for the execution, delivery or performance by the Property Trustee Trustee, of the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a New York banking corporation with corporation, a national banking association or a bank or trust powers, duly organized, validly existing and in good standing company organized under the laws of the any State of Delawarethe United States or the District of Columbia, in any case with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.; (b) The execution, delivery and performance by the Property Trustee of the this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The This Declaration has been duly executed and delivered by the Property Trustee, Trustee and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation or By-laws of the Property Trustee. (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal or Delaware banking authority is required for the execution, delivery or performance by the Property Trustee of the Declaration.;

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a banking corporation with corporation, a national banking association or a bank or trust powers, duly organized, validly existing and in good standing company organized under the laws of the United States, any State of Delawarethe United States or the District of Columbia, as the case may be, in any case with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.; (b) The execution, delivery and performance by the Property Trustee of the this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The This Declaration has been duly executed and delivered by the Property Trustee, Trustee and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (c) The execution, delivery and performance of the this Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee.; and (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal Delaware or Delaware federal banking authority is required for the execution, delivery or performance by the Property Trustee of the this Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor successor Property Trustee's acceptance of its appointment as Property Trustee Trustee, that: (a) The the Property Trustee is a banking corporation or association with trust powers, duly organized, validly existing and in good standing under the laws of a state of the State United States or of Delawarethe United States, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration.; (b) The the execution, delivery and performance by the Property Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration has been duly executed and delivered by the Property Trustee, and under Delaware law (excluding securities laws) it constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (c) The the execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee.; and (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any New York State or Federal or Delaware banking authority is required for the execution, delivery or performance by the Property Trustee of the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this DeclarationDeclaration and at the time of Closing, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits organization, with trust corporate power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this the Declaration. (b) The execution, delivery and performance by the Property Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Declaration has been duly executed and delivered by the Property Trustee, and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of the Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation or By-laws of the Property Trustee. (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any State or Federal or Delaware banking authority is required for the execution, delivery or performance by the Property Trustee Trustee, of the Declaration.

Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee that: (a) The Property Trustee is a New York banking corporation with corporation, a national banking association or a bank or trust powers, duly organized, validly existing and in good standing company organized under the laws of the any State of Delawarethe United States or the District of Columbia, in any case with trust power powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.; (b) The execution, delivery and performance by the Property Trustee of the this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee. The This Declaration has been duly executed and delivered by the Property Trustee, Trustee and under Delaware law (excluding securities laws) constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors, ' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).; (c) The execution, delivery and performance of the this Declaration by the Property Trustee does not conflict with or constitute a breach of the certificate of incorporation charter or Byby-laws of the Property Trustee.; and (d) To its knowledge, at the Closing Date, there are no liens or encumbrances on the Debentures attributable to the Property Trustee in its individual capacity which are not related to the administration of the Trust, or the transactions contemplated by this Declaration. (e) No consent, approval or authorization of, or registration with or notice to, any Federal New York State or Delaware federal banking authority is required for the execution, delivery or performance by the Property Trustee of the this Declaration.