Representations, Warranties and Covenants of Certificateholders Sample Clauses

Representations, Warranties and Covenants of Certificateholders. (i) Holdings, in its capacity as the current 100% Certificateholder, hereby represents and warrants to the Trustee that this Trust Agreement has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, Holdings, enforceable against Holdings in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.
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