Representations and Warranties of the Trustee, on behalf of the ESOP Sample Clauses

Representations and Warranties of the Trustee, on behalf of the ESOP. Except as set forth in the Company Disclosure Schedule and except with respect to the New Debt Financing, the Trustee, on behalf of the ESOP, represents and warrants to Purchaser as follows:
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Related to Representations and Warranties of the Trustee, on behalf of the ESOP

  • Representations and Warranties of the Trustee The Trustee hereby represents and warrants, to the Master Servicer and the Depositor, as of the Closing Date, that:

  • Representations and Warranties of the Trust The Trust represents and warrants to the Adviser and the Subadviser as follows:

  • Additional Representations and Warranties of the Trustee (a) The Trustee shall be deemed to represent and warrant to the Company as of the Closing Date and on each date on which information is provided to the Company under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed in writing to the Company prior to such date: (i) it is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other Securitization Transaction due to any default of the Trustee; (ii) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its trustee obligations under this Agreement or any other Securitization Transaction as to which it is the trustee; (iii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it that would be material to Certificateholders; (iv) there are no relationships or transactions (as described in Item 1119(b) of Regulation AB) relating to the Trustee with respect to the Company or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as each of such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Agreement, as identified by the Company to the Trustee in writing as of the Closing Date (each, a "Transaction Party") that are outside the ordinary course of business or on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the Securitization Transaction, and that are material to the investors' understanding of the Certificates; and (v) the Trustee is not an affiliate (as contemplated by Item 1119(a) of Regulation AB) of any Transaction Party. The Company shall notify the Trustee of any change in the identity of a Transaction Party after the Closing Date.

  • Representations and Warranties of the Owner Trustee The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

  • Representations and Warranties of Trustee The Trustee hereby represents and warrants that:

  • Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Fund that:

  • Representations and Warranties of the Transferor The Transferor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of the Fund The Fund represents and warrants to the Transfer Agent that:

  • Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of the Master Servicer (a) The Master Servicer hereby represents and warrants to the Depositor, the Securities Administrator and the Trustee, for the benefit of the Certificateholders, as of the Closing Date that:

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