Common use of Representations and Warranties of Grantor Clause in Contracts

Representations and Warranties of Grantor. Grantor represents and warrants to Lender on the Closing Date that: (a) 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 executed and delivered by it and is the valid and binding obligation of Grantor, enforceable against it in accordance with its terms;. (b) 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 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 Grantor of its obligations under this Agreement or any Supplemental Agreement, nor the consummation of the transactions contemplated by this Agreement or any Supplemental Agreement, will (i) 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, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Grantor; (iv) 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 right or claim against Grantor; or (vi) require the consent, approval, order or authorization of, or the registration, declaration or filing (except to the extent that the filing of financing statements may be applicable) with, any federal, state or local government entity. (e) Grantor is and shall be the sole legal and beneficial owner of, and has and will have good and marketable title to (and has full right and authority to pledge and assign), the Collateral, free and clear of all 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 counterclaim 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.

Representations and Warranties of Grantor. Grantor represents and warrants to Lender Fannie Mae on the Closing Date that: (a) 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 executed and delivered by it and is the valid and binding obligation of Grantor, enforceable against it in accordance with its terms;. (b) 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 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 Grantor of its obligations under this Agreement or any Supplemental Agreement, nor the consummation of the transactions contemplated by this Agreement or any Supplemental Agreement, will (i) 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, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Grantor; (iv) 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 LenderFannie Mae; (v) violate any legally protected right of any Person or give to any Person a right or claim against Grantor; or (vi) require the consent, approval, order or authorization of, or the registration, declaration or filing (except to the extent that the filing of financing statements may be applicable) with, any federal, state or local government entity. (e) Grantor is and shall be the sole legal and beneficial owner of, and has and will have good and marketable title to (and has full right and authority to pledge and assign), the Collateral, free and clear of all Liens (other than in favor of LenderFannie 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 counterclaim 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 Fannie Mae in writing. (f) The security interest of Lender 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 Lender 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. (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.

Representations and Warranties of Grantor. The Grantor hereby represents and warrants to Lender on the Closing Date Trustee and Beneficiary that: (a) It This Agreement has all requisite power been duly and authority to enter into this Agreement validly executed and to carry out its obligations under this Agreement; 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 Agreement, and the consummation transfer and conveyance of Assets by the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Grantor; this Agreement has been duly executed Grantor pursuant hereto, do not and delivered by it and is the valid and binding obligation of Grantor, enforceable against it in accordance with its terms;. (b) 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 not (i) for violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the pledge by Grantor Grantor, of the Collateral pursuant to this Agreement or any Supplemental Agreement or for the execution, delivery 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 Grantor of its obligations under this Agreement or any Supplemental Agreement, nor the consummation of the transactions contemplated by this Agreement or any Supplemental Agreement, will (i) conflict with any provision of the organizational documents of Grantor; (ii) conflict with, result in a breach of, of or constitute a default (under any indenture or an event which would, with the passage of time loan or the giving of notice or both, constitute a default) undercredit agreement, or give rise to a right to terminateany other agreement or instrument, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which the Grantor is a party or by which Grantor’s assets the Grantor or any of its properties may be bound or affected; . (iiic) violate or conflict with any federalNo authorization, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Grantor; (iv) 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 right or claim against Grantor; or (vi) require the consent, approvalapproval license, order qualification or authorization offormal exemption from, or the registrationnor any filing, declaration or filing (except to the extent that the filing of financing statements may be applicable) registration with, any federalcourt, state governmental agency or local government entityregulatory 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 is 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 shall 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 sole legal and beneficial lawful owner of, and has and will have good and marketable title to (and has full right and authority to pledge and assign), the Collateralsuch Assets, free and clear of all 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 liens or counterclaim 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 writingencumbrances. (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.

Representations and Warranties of Grantor. Grantor hereby ----------------------------------------- represents and warrants to Lender on the Closing Date General Interest Trustee and to each Portfolio Trustee upon execution of a counterpart to this Agreement that: (a) It Grantor has all requisite been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to enter into 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. (c) Grantor has the power, authority and legal right to execute and deliver this Agreement and to carry out its obligations under this Agreementterms; 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 have been duly authorized by all necessary action on and the part of Grantor; this Agreement has been duly executed and delivered by it and is the valid and binding obligation of Grantor, enforceable against it in accordance with its terms;. (b) With respect to an Interest Rate Cap, if applicable, Grantor has paid to the Counterparty the entire cost fulfillment 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 or performance terms 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 do not been satisfied or waived. (d) Neither the execution nor delivery of this Agreement or any Supplemental Agreement nor the performance by Grantor of its obligations under this Agreement or any Supplemental Agreement, nor the consummation of the transactions contemplated by this Agreement or any Supplemental Agreement, will (i) conflict with with, result in any provision breach of any of the organizational documents 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 a any breach of, of any of the terms and provisions of or constitute (with or without notice or lapse of time) 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, under any contract, agreement, promissory note, lease, indenture, agreement or other instrument or license to which Grantor is a party or by which Grantor’s assets it is bound, or properties may be bound or affected; (iii) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Grantor; (iv) result in or require the creation or imposition of any lienLien upon any of its properties pursuant to the terms of any such indenture, security interest, option agreement or other charge or encumbrance instrument (“Liens”) upon or with respect other than pursuant to the CollateralBasic Documents), other than except for any such conflicts, breaches, defaults or Liens in favor that would not have a material adverse effect on the business of Lender; Grantor, or (viii) violate any legally protected right law or, to Grantor's knowledge, any order, rule or regulation applicable to Grantor of any Person court or give to of any Person a right federal or claim against Grantor; state regulatory body, administrative agency or (vi) require the consent, approval, order other governmental instrumentality having jurisdiction over Grantor or authorization of, or the registration, declaration or filing (except to the extent that the filing any of financing statements may be applicable) with, any federal, state or local government entityits properties. (e) The execution, delivery and performance by Grantor is and of this Agreement shall be not require the sole legal and beneficial owner authorization, consent or approval of, and has and will have good and marketable title to (and has full right and authority to pledge and assign)the giving of notice to, the Collateralfiling or registration with, free and clear of all Liens (other than in favor of Lender), all fiduciary obligations or the taking of any kind and other action in respect of, any adverse claim governmental authority or agency regulating the business of title thereto and the Collateral is not subject to any offset, right of redemption, defense or counterclaim 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 writingGrantor. (f) The security interest 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 Lender Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Collateral isenforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity 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 officeat law. (g) There are no proceedings or investigations pending or, to Grantor’s exact legal name is set forth in the first paragraph of this Agreement's knowledge, threatened before any court, regulatory body, administrative agency 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, other tribunal 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 governmental instrumentality having 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 over Grantor or any part of its property. properties (i) Grantor is an “eligible contract participant” within asserting the meaning invalidity or unenforceability of this Agreement or any Certificates issued pursuant hereto, (ii) seeking to prevent the issuance of such Certificates or the consummation of any of the Commodities Futures Modernization Act transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by Grantor of 2000its obligations under, or the validity or enforceability of, such Certificates or this Agreement.