Common use of Representations and Warranties of Grantor Clause in Contracts

Representations and Warranties of Grantor. The Grantor hereby represents and warrants to the Trustee and Beneficiary that: (a) This Agreement has been duly and validly executed and delivered by the Grantor and constitutes the legal, valid and binding obligation of the Grantor. (b) The execution, delivery and performance by the Grantor of this Agreement, and the transfer and conveyance of Assets by the Grantor pursuant hereto, do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Grantor, of (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement, or any other agreement or instrument, to which the Grantor is a party or by which the Grantor or any of its properties may be bound or affected. (c) No authorization, consent, approval license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority, or with any securities exchange or any other Person is required in connection with (i) the execution, delivery or performance by the Grantor of this Agreement or (ii) the transfer and conveyance of the Assets by the Grantor in the manner and for the purposes contemplated by this Agreement. (d) Any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon written direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement. (e) All Assets transferred by the Grantor to the Trustee for deposit to the Trust Account shall consist only of cash or the Eligible Investments specified in Schedule C, unless otherwise approved in writing by the Beneficiary and acceptable to the Trustee as investments eligible for its custody services. (f) At the date of each delivery by the Grantor to the Trustee of each certificate, instrument or other document constituting, representing or evidencing the Assets, the Trustee will then be the lawful owner of, and will have good and marketable title to such Assets, free and clear of all liens or encumbrances.

Representations and Warranties of Grantor. The Grantor hereby represents and warrants to Fannie Mae on the Trustee and Beneficiary Closing Date that: (a) This It has all requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Grantor; this Agreement has been duly and validly executed and delivered by it and is the Grantor and constitutes the legal, valid and binding obligation of the Grantor, enforceable against it in accordance with its terms;. (b) The With respect to an Interest Rate Cap, if applicable, Grantor has paid to the Counterparty the entire cost of the initial Interest Rate Cap. (c) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required or will be required (i) for the pledge by Grantor of the Collateral pursuant to this Agreement or any Supplemental Agreement or for the execution, delivery and or performance of this Agreement or any Supplemental Agreement by Grantor (other than the consent of the Counterparty under the Interest Rate Hedge where such consent has been obtained, (ii) for the perfection or maintenance of the security interest created hereby or by any Supplemental Agreement (including the first priority nature of such security interest) other than the filing of any financing statement as may be required by the UCC, or (iii) for the execution, delivery or performance of this Agreement by Grantor; there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (d) Neither the execution nor delivery of this Agreement or any Supplemental Agreement nor the performance by the Grantor of its obligations under this Agreement or any Supplemental Agreement, and nor the transfer and conveyance consummation of Assets the transactions contemplated by the Grantor pursuant heretothis Agreement or any Supplemental Agreement, do not and will not (i) violate conflict with any provision of the organizational documents of Grantor; (ii) conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which Grantor is a party or by which Grantor’s assets or properties may be bound or affected; (iii) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation, order, writ, judgment, decreedecree or arbitration award which is either applicable to, determination binding upon or award presently in effect having applicability to the enforceable against Grantor, of ; (iiiv) result in or require the creation or imposition of any lien, security interest, option or other charge or encumbrance (“Liens”) upon or with respect to the Collateral, other than Liens in favor of Fannie Mae; (v) violate any legally protected right of any Person or give to any Person a breach of right or constitute a default under any indenture claim against Grantor; or loan (vi) require the consent, approval, order or credit agreementauthorization of, or any other agreement or instrument, to which the Grantor is a party or by which the Grantor or any of its properties may be bound or affected. (c) No authorization, consent, approval license, qualification or formal exemption from, nor any filingregistration, declaration or registration filing (except to the extent that the filing of financing statements may be applicable) with, any courtfederal, governmental agency state or regulatory authority, or with any securities exchange or any other Person is required in connection with (i) the execution, delivery or performance by the Grantor of this Agreement or (ii) the transfer and conveyance of the Assets by the Grantor in the manner and for the purposes contemplated by this Agreement. (d) Any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon written direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreementlocal government entity. (e) All Assets transferred by the Grantor to the Trustee for deposit to the Trust Account is and shall consist only of cash or the Eligible Investments specified in Schedule C, unless otherwise approved in writing by the Beneficiary and acceptable to the Trustee as investments eligible for its custody services. (f) At the date of each delivery by the Grantor to the Trustee of each certificate, instrument or other document constituting, representing or evidencing the Assets, the Trustee will then be the lawful sole legal and beneficial owner of, and has and will have good and marketable title to such Assets(and has full right and authority to pledge and assign), the Collateral, free and clear of all liens Liens (other than in favor of Fannie Mae), all fiduciary obligations of any kind and any adverse claim of title thereto and the Collateral is not subject to any offset, right of redemption, defense or encumbrancescounterclaim of a third party. There is no additional security for or any other arrangements or agreements relating to the Hedge Documents, except as may have been disclosed to Fannie Mae in writing. (f) The security interest of Fannie Mae in the Collateral is, or when it attaches shall be, a first, prior and perfected security interest. No financing statement covering the Collateral, or any part of the Collateral (other than any financing statement naming only Fannie Mae as the secured party), is outstanding or is on file in any public office. (g) Grantor’s exact legal name is set forth in the first paragraph of this Agreement, or in the case of a Supplemental Agreement, is as set forth therein.

Representations and Warranties of Grantor. The Grantor hereby represents and warrants to the Trustee Escrow Agent and Beneficiary that: (a) This Escrow Agreement has been duly and validly executed and delivered by the Grantor and constitutes the legal, valid valid, binding and binding enforceable obligation of the Grantor. (b) The execution, delivery and performance by the Grantor of this Escrow Agreement, and the transfer and conveyance of Escrow Assets by the Grantor pursuant hereto, do not and will not (i) violate or conflict with any of its charter documents or any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Grantor, of or (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement, or any other agreement or instrument, to which the Grantor is a party or by which the Grantor or any of its properties may be bound or affected. (c) The Grantor hereby represents and warrants (i) that any assets transferred by the Grantor to the Escrow Agent for deposit to the Operating Account will be in such form that the Beneficiary whenever necessary may, and the Escrow Agent upon direction by the Beneficiary will, negotiate any such assets without consent or signature from the Grantor or any Person in accordance with the terms of this Escrow Agreement; (ii) that all assets transferred by the Grantor to the Escrow Agent for deposit to the Escrow consist only of Qualified Assets, and (iii) that the Grantor will, upon demand, transfer sufficient Qualified Assets to the Escrow so that after the transfer the Market Value of the Escrow Assets will equal the Required Reserve. (d) No authorization, consent, approval approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority, or with any securities exchange or any other Person is required in connection with (i) the execution, delivery or performance by the Grantor of this Escrow Agreement or (ii) the transfer and conveyance of the Escrow Assets by the Grantor in the manner and for the purposes purpose contemplated by this Agreement. (d) Any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon written direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Escrow Agreement. (e) All Assets transferred by the Grantor to the Trustee for deposit to the Trust Account shall consist only of cash or the Eligible Investments specified in Schedule C, unless otherwise approved in writing by the Beneficiary and acceptable to the Trustee as investments eligible for its custody services. (f) At the date of each delivery by the Grantor to the Trustee Escrow Agent of each certificate, instrument or other document constituting, representing or evidencing the AssetsEscrow Asset, the Trustee Grantor has good and marketable title to and right to transfer such Escrow Asset free and clear of any and all Liens and the Escrow Agent will then be the lawful owner of, and will have good and marketable title to, and the right to transfer such AssetsEscrow Asset, free and clear of all liens or encumbrancesLiens except in each case the Liens created in favor of the Escrow Agent for the sole and exclusive benefit of the Beneficiary.

Representations and Warranties of Grantor. The Grantor hereby ----------------------------------------- represents and warrants to the General Interest Trustee and Beneficiary to each Portfolio Trustee upon execution of a counterpart to this Agreement that: (a) This Agreement Grantor has been duly organized and is validly executed and delivered by existing as a corporation in good standing under the Grantor and constitutes the legal, valid and binding obligation laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. (b) Grantor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, other than where the failure to be so qualified and in good standing would not have a material adverse effect on the business of Grantor. (bc) Grantor has the power, authority and legal right to execute and deliver this Agreement and to carry out its terms; Grantor has full power and authority to sell and assign the property to be sold, Transferred, conveyed and assigned to and deposited with the Trust; Grantor has duly authorized such sale, Transfer, conveyance and assignment to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by Grantor by all necessary corporate action. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not (i) conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of Grantor, (ii) conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under any indenture, agreement or other instrument to which Grantor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents), except for any such conflicts, breaches, defaults or Liens that would not have a material adverse effect on the business of Grantor, or (iii) violate any law or, to Grantor's knowledge, any order, rule or regulation applicable to Grantor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Grantor or any of its properties. (e) The execution, delivery and performance by the Grantor of this Agreement, and Agreement shall not require the transfer and conveyance of Assets by the Grantor pursuant hereto, do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Grantor, of (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement, or any other agreement or instrument, to which the Grantor is a party or by which the Grantor or any of its properties may be bound or affected. (c) No authorization, consentconsent or approval of, approval licensethe giving of notice to, qualification or formal exemption from, nor any filing, declaration the filing or registration with, any court, governmental agency or regulatory authority, or with any securities exchange or the taking of any other Person is required action in connection with (i) respect of, any governmental authority or agency regulating the execution, delivery or performance by the Grantor business of this Agreement or (ii) the transfer and conveyance of the Assets by the Grantor in the manner and for the purposes contemplated by this Agreement. (d) Any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon written direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement. (e) All Assets transferred by the Grantor to the Trustee for deposit to the Trust Account shall consist only of cash or the Eligible Investments specified in Schedule C, unless otherwise approved in writing by the Beneficiary and acceptable to the Trustee as investments eligible for its custody servicesGrantor. (f) At the date of each delivery This Agreement has been duly executed and delivered by Grantor and when duly executed and delivered by the other parties hereto, shall constitute a legal, valid and binding obligation of Grantor to the Trustee of each certificateenforceable in accordance with its terms, instrument except as enforceability may be limited by bankruptcy, insolvency, reorganization or other document constitutingsimilar laws affecting the enforcement of creditors' rights in general and by general principles of equity, representing regardless of whether such enforceability is considered in a proceeding in equity or evidencing at law. (g) There are no proceedings or investigations pending or, to Grantor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Grantor or its properties (i) asserting the Assetsinvalidity or unenforceability of this Agreement or any Certificates issued pursuant hereto, (ii) seeking to prevent the Trustee will then be issuance of such Certificates or the lawful owner consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by Grantor of its obligations under, or the validity or enforceability of, and will have good and marketable title to such Assets, free and clear of all liens Certificates or encumbrancesthis Agreement.

Representations and Warranties of Grantor. The Grantor hereby represents and warrants to Lender on the Trustee and Beneficiary Closing Date that: (a) This It has all requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Grantor; this Agreement has been duly and validly executed and delivered by it and is the Grantor and constitutes the legal, valid and binding obligation of the Grantor, enforceable against it in accordance with its terms;. (b) The With respect to an Interest Rate Cap, if applicable, Grantor has paid to the Counterparty the entire cost of the initial Interest Rate Cap. (c) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required or will be required (i) for the pledge by Grantor of the Collateral pursuant to this Agreement or any Supplemental Agreement or for the execution, delivery and or performance of this Agreement or any Supplemental Agreement by Grantor (other than the consent of the Counterparty under the Interest Rate Hedge where such consent has been obtained, (ii) for the perfection or maintenance of the security interest created hereby or by any Supplemental Agreement (including the first priority nature of such security interest) other than the filing of any financing statement as may be required by the UCC, or (iii) for the execution, delivery or performance of this Agreement by Grantor; there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (d) Neither the execution nor delivery of this Agreement or any Supplemental Agreement nor the performance by the Grantor of its obligations under this Agreement or any Supplemental Agreement, and nor the transfer and conveyance consummation of Assets the transactions contemplated by the Grantor pursuant heretothis Agreement or any Supplemental Agreement, do not and will not (i) violate conflict with any provision of the organizational documents of Grantor; (ii) conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which Grantor is a party or by which Grantor’s assets or properties may be bound or affected; (iii) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation, order, writ, judgment, decreedecree or arbitration award which is either applicable to, determination binding upon or award presently in effect having applicability to the enforceable against Grantor, of ; (iiiv) result in or require the creation or imposition of any lien, security interest, option or other charge or encumbrance (“Liens”) upon or with respect to the Collateral, other than Liens in favor of Lender; (v) violate any legally protected right of any Person or give to any Person a breach of right or constitute a default under any indenture claim against Grantor; or loan (vi) require the consent, approval, order or credit agreementauthorization of, or any other agreement or instrument, to which the Grantor is a party or by which the Grantor or any of its properties may be bound or affected. (c) No authorization, consent, approval license, qualification or formal exemption from, nor any filingregistration, declaration or registration filing (except to the extent that the filing of financing statements may be applicable) with, any courtfederal, governmental agency state or regulatory authority, or with any securities exchange or any other Person is required in connection with (i) the execution, delivery or performance by the Grantor of this Agreement or (ii) the transfer and conveyance of the Assets by the Grantor in the manner and for the purposes contemplated by this Agreement. (d) Any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon written direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreementlocal government entity. (e) All Assets transferred by the Grantor to the Trustee for deposit to the Trust Account is and shall consist only of cash or the Eligible Investments specified in Schedule C, unless otherwise approved in writing by the Beneficiary and acceptable to the Trustee as investments eligible for its custody services. (f) At the date of each delivery by the Grantor to the Trustee of each certificate, instrument or other document constituting, representing or evidencing the Assets, the Trustee will then be the lawful sole legal and beneficial owner of, and has and will have good and marketable title to such Assets(and has full right and authority to pledge and assign), the Collateral, free and clear of all liens Liens (other than in favor of Lender), all fiduciary obligations of any kind and any adverse claim of title thereto and the Collateral is not subject to any offset, right of redemption, defense or encumbrancescounterclaim of a third party. There is no additional security for or any other arrangements or agreements relating to the Hedge Documents, except as may have been disclosed to Lender in writing. (f) The security interest of Lender in the Collateral is, or when it attaches shall be, a first, prior and perfected security interest. No financing statement covering the Collateral, or any part of the Collateral (other than any financing statement naming only Lender as the secured party), is outstanding or is on file in any public office. (g) Grantor’s exact legal name is set forth in the first paragraph of this Agreement, or in the case of a Supplemental Agreement, is as set forth therein. (h) Grantor has not commenced (within the meaning of Title 11, U.S. Code, and any similar state law for the relief of debtors, a “Bankruptcy Law”) a voluntary case, consented to the entry of an order for relief against it in an involuntary case, or consented to the appointment of a receiver or custodian of it or for any part of its property, nor has a court of competent jurisdiction entered an order or decree under any Bankruptcy Law that is for relief against it in an involuntary case or appointed a receiver or custodian for Grantor or any part of its property. (i) Grantor is an “eligible contract participant” within the meaning of the Commodities Futures Modernization Act of 2000.