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

Representations and Warranties of the Trustor. The Trustor hereby represents and warrants to the Delaware Trustee that: (a) The Trustor is a government-sponsored enterprise chartered by the U.S. Congress in 1938 pursuant to the Federal National Mortgage Association Charter Act (the "Charter Act"), with full power and authority to conduct its business. (b) The Trustor is duly qualified to do business, and will have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications. (c) The Trustor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Trustor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Trustor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether such enforceability will be considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not 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 governing instrument of the Trustor or any indenture, agreement or other instrument to which the Trustor 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 the Transaction Documents); or violate any law or, to the best of the Trustor's knowledge, any order, rule or regulation applicable to the Trustor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Trustor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Trustor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Trustor of its obligations under this Agreement. (g) The Trustor will not take any action that is inconsistent with the purposes of the Issuer set forth in Section 2.05. (h) Each Reference Obligation accrues interest only at a fixed rate calculated without reference to any benchmark or other floating rate index and will not convert to a variable or floating rate, subject in each case to the effects of (i) any related Modification Event and (ii) any circumstance that would cause a Reference Pool Removal (it being understood, that the Trustor, and no other party to any Transaction Document, is responsible for determining whether an event constituting a Modification Event or requiring a Reference Pool Removal has occurred with respect to a Reference Obligation).

Representations and Warranties of the Trustor. The Trustor hereby represents and warrants to the Delaware Trustee that: (a) The Trustor is a government-sponsored enterprise chartered by the U.S. Congress in 1938 pursuant to the Federal National Mortgage Association Charter Act (the "Charter Act"), with full power and authority to conduct its business. (b) The Trustor is duly qualified to do business, and will have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications. (c) The Trustor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Trustor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Trustor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether such enforceability will be considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not 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 governing instrument of the Trustor or any indenture, agreement or other instrument to which the Trustor 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 the Transaction Documents); or violate any law or, to the best of the Trustor's knowledge, any order, rule or regulation applicable to the Trustor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Trustor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Trustor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Trustor of its obligations under this Agreement. (g) The Trustor will not take any action that is inconsistent with the purposes of the Issuer set forth in Section 2.05. (h) Each Reference Obligation accrues interest only at a fixed rate calculated without reference to any benchmark or other floating rate index and will not convert to a variable or floating rate, subject in each case to the effects of (i) any related Modification Event and (ii) any circumstance that would cause a Reference Pool Removal (it being understood, that the Trustor, and no other party to any Transaction Document, is responsible for determining whether an event constituting a Modification Event or requiring a Reference Pool Removal has occurred with respect to a Reference Obligation).

Representations and Warranties of the Trustor. The Trustor hereby represents and warrants to the Delaware Trustee that: (a) The Trustor is a government-sponsored enterprise chartered by the U.S. Congress in 1938 pursuant to the Federal National Mortgage Association Charter Act (the "Charter Act"), with full power and authority to conduct its business. (b) The Trustor is duly qualified to do business, and will have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications. (c) The Trustor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Trustor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Trustor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether such enforceability will be considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not 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 governing instrument of the Trustor or any indenture, agreement or other instrument to which the Trustor 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 the Transaction Documents); or violate any law or, to the best of the Trustor's knowledge, any order, rule or regulation applicable to the Trustor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Trustor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Trustor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Trustor of its obligations under this Agreement. (g) The Trustor will not take any action that is inconsistent with the purposes of the Issuer set forth in Section 2.05. (h) The Trustor will take all action necessary from time to time to cause compliance by the Issuer with the CTA. (i) Each Reference Obligation accrues interest only at a fixed rate calculated without reference to any benchmark or other floating rate index and will not convert to a variable or floating rate, subject in each case to the effects of (i) any related Modification Event and (ii) any circumstance that would cause a Reference Pool Removal (it being understood, that the Trustor, and no other party to any Transaction Document, is responsible for determining whether an event constituting a Modification Event or requiring a Reference Pool Removal has occurred with respect to a Reference Obligation).

Representations and Warranties of the Trustor. The Trustor hereby represents and warrants to the Delaware Trustee that:that:‌ (a) The Trustor is a government-sponsored enterprise chartered by the U.S. Congress in 1938 pursuant to the Federal National Mortgage Association Charter Act (the "Charter Act"), with full power and authority to conduct its business. (b) The Trustor is duly qualified to do business, and will have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications. (c) The Trustor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Trustor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Trustor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether such enforceability will be considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not 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 governing instrument of the Trustor or any indenture, agreement or other instrument to which the Trustor 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 the Transaction Documents); or violate any law or, to the best of the Trustor's knowledge, any order, rule or regulation applicable to the Trustor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Trustor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Trustor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Trustor of its obligations under this Agreement. (g) The Trustor will not take any action that is inconsistent with the purposes of the Issuer set forth in Section 2.05. (h) Each Reference Obligation accrues interest only at a fixed rate calculated without reference to any benchmark or other floating rate index and will not convert to a variable or floating rate, subject in each case to the effects of (i) any related Modification Event and (ii) any circumstance that would cause a Reference Pool Removal (it being understood, that the Trustor, and no other party to any Transaction Document, is responsible for determining whether an event constituting a Modification Event or requiring a Reference Pool Removal has occurred with respect to a Reference Obligation).

Representations and Warranties of the Trustor. The Trustor hereby represents and warrants to the Delaware Trustee that: (a) The Trustor is a government-sponsored enterprise chartered by the U.S. Congress in 1938 pursuant to the Federal National Mortgage Association Charter Act (the "Charter Act"), with full power and authority to conduct its business. (b) The Trustor is duly qualified to do business, and will have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications. (c) The Trustor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Trustor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Trustor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether such enforceability will be considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not 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 governing instrument of the Trustor or any indenture, agreement or other instrument to which the Trustor 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 the Transaction Documents); or violate any law or, to the best of the Trustor's knowledge, any order, rule or regulation applicable to the Trustor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Trustor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Trustor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Trustor of its obligations under this Agreement. (g) The Trustor will not take any action that is inconsistent with the purposes of the Issuer set forth in Section 2.05. (h) The Trustor will take all action necessary from time to time to cause compliance by the Issuer with the CTA and any implementing regulations. (i) Each Reference Obligation accrues interest only at a fixed rate calculated without reference to any benchmark or other floating rate index and will not convert to a variable or floating rate, subject in each case to the effects of (i) any related Modification Event and (ii) any circumstance that would cause a Reference Pool Removal (it being understood, that the Trustor, and no other party to any Transaction Document, is responsible for determining whether an event constituting a Modification Event or requiring a Reference Pool Removal has occurred with respect to a Reference Obligation).

Representations and Warranties of the Trustor. The Trustor hereby represents and warrants to the Delaware Trustee that: (a) The Trustor is a government-sponsored enterprise chartered by the U.S. Congress in 1938 pursuant to the Federal National Mortgage Association Charter Act (the "Charter Act"), with full power and authority to conduct its business. (b) The Trustor is duly qualified to do business, and will have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications. (c) The Trustor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Trustor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Trustor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles, regardless of whether such enforceability will be considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not 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 governing instrument of the Trustor or any indenture, agreement or other instrument to which the Trustor 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 the Transaction Documents); or violate any law or, to the best of the Trustor's knowledge, any order, rule or regulation applicable to the Trustor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustor or its properties; which breach, default, conflict, lien or violation in 141966038 any case would have a material adverse effect on the ability of the Trustor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Trustor's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Trustor of its obligations under this Agreement. (g) The Trustor will not take any action that is inconsistent with the purposes of the Issuer set forth in Section 2.05. (h) Each Reference Obligation accrues interest only at a fixed rate calculated without reference to any benchmark or other floating rate index and will not convert to a variable or floating rate, subject in each case to the effects of (i) any related Modification Event and (ii) any circumstance that would cause a Reference Pool Removal (it being understood, that the Trustor, and no other party to any Transaction Document, is responsible for determining whether an event constituting a Modification Event or requiring a Reference Pool Removal has occurred with respect to a Reference Obligation).