Common use of Certain Representations and Warranties of the Collateral Agent Clause in Contracts

Certain Representations and Warranties of the Collateral Agent. The Collateral Agent, in its capacity as Collateral Agent hereunder, represents and warrants to the Secured Parties as follows: (a) The Collateral Agent is a banking corporation duly incorporated, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into and perform its obligations under this Collateral Agent Agreement and the other Security Documents to which it is, or may become, a party. (b) The execution, delivery and performance by the Collateral Agent of this Collateral Agent Agreement and the other Security Documents to which it (i) is a party have been duly authorized by all necessary corporate action on the part of the Collateral Agent and (ii) becomes a party will be duly authorized by all necessary corporate action on the part of the Collateral Agent. (c) There are no Collateral Agent's Liens and the Collateral Agent, in its individual capacity, has no Liens or Security Interests against the Secured Debt Collateral. (d) This Collateral Agent Agreement and each of the other Security Documents to which the Collateral Agent is a party have been duly executed and delivered by the Collateral Agent. Assuming that this Collateral Agent Agreement and each of such other Security Documents have been duly authorized, executed and delivered by the other parties hereto and thereto, this Collateral Agent Agreement and each of such other Security Documents constitute the legal, valid and binding obligations of the Collateral Agent, enforceable against it in accordance with their respective terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) There are no actions or proceedings pending or, to its knowledge, threatened against it before any Governmental Authority (A) which question the validity or enforceability of this Collateral Agent Agreement or any other Security Document to which it is a party, or (B) which relate to the banking or trust powers of the Collateral Agent and which, if determined adversely to the position of the Collateral Agent, would materially and adversely affect the ability of the Collateral Agent to perform its obligations under this Collateral Agent Agreement or any of the other Security Documents to which it is a party.

Certain Representations and Warranties of the Collateral Agent. The Collateral Agent, in its capacity as Collateral Agent hereunder, represents and warrants Citibank, N.A., in its individual capacity, each represent and warrant to the Secured Parties Beneficiaries as follows: (a) The Collateral Agent Citibank, N.A., is a national banking corporation association duly incorporatedformed, validly existing and in good standing under the laws of the State United States of New York America and has all requisite corporate power and authority to enter into and perform its obligations under this Collateral Agent Agreement and the other Security Documents to which it is, or may become, is a party. (b) The execution, delivery and performance by the Collateral Agent of this Collateral Agent Agreement and the other Security Documents to which it (i) is a party have been duly authorized by all necessary corporate action on the part of the Collateral Agent and (ii) becomes a party will be duly authorized by all necessary corporate action on the part of the Collateral Agent.Citibank, N.A. (c) There are no Collateral Agent's Liens and the Collateral AgentCitibank, N.A., in its individual capacity, has no Liens liens or Security Interests security interests against the Secured Debt Collateral. (d) This To its knowledge, there are no actions or proceedings pending or threatened against it before any Governmental Authority (i) which question the validity or enforceability of this Agreement or any Security Documents to which it is a party; or (ii) which relate to the banking or trust powers of Citibank, N.A. and which, if determined adversely to the position of Citibank, N.A., would materially and adversely affect the ability of Citibank, N.A. or the Collateral Agent to perform their respective obligations under this Agreement or any of the Security Documents to which any one or more of them is a party. (e) This Agreement and each of the other Security Documents to which the Collateral Agent is a party have been duly executed and delivered by the Collateral Agent. Assuming Agent (assuming, with respect to the Security Documents, that this Collateral Agent Agreement and each of such other Security Documents have has been duly authorized, executed and delivered by the other parties hereto hereto) and thereto, this Collateral Agent Agreement and each of such other Security Documents constitute are the legal, valid and binding obligations of the Collateral Agent, Agent enforceable against it in accordance with their respective terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ef) There are no actions No UCC financing statements or proceedings pending orother filings or recordations have been filed by or against Citibank, N.A. in its individual capacity with respect to its knowledge, threatened against it before any Governmental Authority (A) which question the validity or enforceability of this Collateral Agent Agreement or any other Security Document to which it is a party, or (B) which relate to the banking or trust powers of the Collateral Agent and which, if determined adversely to the position of the Collateral Agent, would materially and adversely affect the ability of the Collateral Agent to perform its obligations under this Collateral Agent Agreement or any of the other Security Documents to which it is a partyCollateral.