Basic Documents. The Certificate of Trust, the Trust Agreement, the Pooling Agreement (including the First Step Receivables Assignment), the Trust Sale Agreement (including the Second Step Receivables Assignment), the Servicing Agreement, the Custodian Agreement, the Administration Agreement, the Indenture, the Note Depository Agreement, the Notes, the Certificates and the other documents and certificates delivered in connection therewith.
Basic Documents. Each of the Basic Documents to which the Depositor is a party has been duly authorized by the Depositor and when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Depositor enforceable against the Depositor in accordance with its terms, subject to the Enforceability Exceptions.
Basic Documents. This Agreement, the Purchase Agreement, the Servicing Agreements, the Assignment Agreements, the BFPT II Assignment Agreement, the Diligence Agreement, and any other agreements relating to the servicing of the Mortgage Loans, the Cap Agreement, the Swap Agreement and any amendment or supplement to any such document.
Basic Documents. The Indenture Trustee is hereby authorized to execute and deliver any other Basic Document that it is requested to acknowledge, including, upon receipt of an Issuer Request, an Intercreditor Agreement, so long as any such Intercreditor Agreement is substantially in the form of Exhibit D hereto, with such changes as may be agreed among the parties thereto so long as such changes do not materially and adversely affect any Holder’s rights in and to any Environmental Trust Bond Collateral or otherwise hereunder. Such request shall be accompanied by an Opinion of Counsel, upon which the Indenture Trustee may rely conclusively with no duty of independent investigation or inquiry, to the effect that all conditions precedent for the execution of an Intercreditor Agreement have been satisfied. Any Intercreditor Agreement shall be binding on the Holders.
Basic Documents. The Leases and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use being herein called the "Basic Documents"), are in all material respects in full force and effect and constitute valid and binding obligations of the parties thereto. Seller is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents; provided that Seller makes no representation or warranty in this Agreement regarding the status of or compliance with maintenance of uniform interest provisions in any Basic Document. To the best of Seller's Knowledge, no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by Seller or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Property after the Effective Time. To the best of Seller’s Knowledge, all payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under the Basic Documents have been and are being made (timely, and before the same became delinquent) by the respective third party operator of the Properties. Schedule 5.16 is a list of all material contracts and agreements to which any of the Properties are bound, including (a) joint operating agreements, (b) agreements with any Affiliate of Seller, (c) any production sales contracts, (d) any agreement of Seller to sell, lease, farmout or otherwise dispose of any of its interests in the Properties other than conventional rights of reassignment, (e) gas balancing agreements, (f) exploration agreements, (g) pooling, unitization or communitization agreement, (h) area of mutual interest agreements and (i) agreements containing seismic licenses, permits and other rights to geological or geophysical data and information directly or indirectly relating to the Properties.
Basic Documents. The Indenture Trustee is hereby authorized to execute and deliver the Servicing Agreement and to execute and deliver any other Basic Document that it is requested to acknowledge, including, upon receipt of an Issuer Request, the Intercreditor Agreement, so long as the Intercreditor Agreement is substantially in the form of the Intercreditor Agreement dated as of the Closing Date and does not materially and adversely affect any Holder’s rights in and to any Securitization Bond Collateral or otherwise hereunder. Such request shall be accompanied by an Opinion of Counsel of external counsel of the Issuer, upon which the Indenture Trustee may rely conclusively with no duty of independent investigation or inquiry, to the effect that all conditions precedent for the execution of the Intercreditor Agreement have been satisfied. The Intercreditor Agreement shall be binding on the Holders.
Basic Documents. Each of the representations and warranties made by it in the Basic Documents to which it is a party is true and correct; PROVIDED that this representation shall not be deemed to have been breached if (i) Borrower or Guarantor, as the case may be, shall have breached a representation or warranty contained in any Basic Document but such party shall have cured such breach within the applicable cure period, if any, set forth in the applicable Basic Document or (ii) Guarantor shall have breached any representation set forth in Section 3.2(b) of the Purchase Agreement, so long as (x) Guarantor complies with its obligations under Section 6.2 of the Purchase Agreement with respect to such breach or (y) AMC complies with its obligations under the AMC Guarantee in connection with Guarantor's obligations under Section 6.2 of the Purchase Agreement with respect to such breach.