Common use of Representations and Warranties of the Trustee Clause in Contracts

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

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: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesMaster Servicer and the Depositor, constitutes a its valid, legal and binding obligation of itobligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Servicer and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. . (b) This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer and the Depositor, as of the Closing Date, that: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesServicer and the Depositor, constitutes a its valid, legal and binding obligation of itobligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

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: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesMaster Servicer and the Depositor, constitutes a its valid, legal and binding obligation of itobligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Servicer Servicer, FSA and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. . (b) This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer Servicer, FSA and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. . (iv) This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer and the Depositor, as of the Closing Date, that: (i1) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii2) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or to its best knowledge constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii3) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. . (4) This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants warrants, to the Master Servicer and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will shall not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. . (iv) This Agreement, assuming due authorization, execution and delivery by the other partiesparties hereto, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer and the Depositor, as of the Closing Date, that: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesServicer, the Depositor, the Securities Administrator and the Master Servicer constitutes a its valid, legal and binding obligation of itobligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer Servicer, CIFG and the Depositor, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. . (iv) This Agreement, assuming due authorization, execution and delivery by the other parties, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the DepositorDepositor , as of the Closing Date, that: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its the Trustee's charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.. 124 (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesMaster Servicer and the Depositor, constitutes a valid, legal and binding obligation of itthe Trustee, enforceable against it the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.. 125

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer Master Servicer, the Depositor and the DepositorCertificate Insurer, as of the Closing Date, that: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesMaster Servicer and the Depositor, constitutes a its valid, legal and binding obligation of itobligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer Master Servicer, the Guarantor and the Depositor, as of the Closing Date, that: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesMaster Servicer and the Depositor, constitutes a its valid, legal and binding obligation of itobligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Servicer Servicers and the DepositorDepositor , as of the Closing Date, that: (i) It it is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The the execution and delivery of this Agreement by itAgreement, and the performance and compliance with the terms of this Agreement by itAgreement, will not violate its the Trustee's charter or articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) It it has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This . (iv) this Agreement, assuming due authorization, execution and delivery by the other partiesServicers and the Depositor, constitutes a valid, legal and binding obligation of itthe Trustee, enforceable against it the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.