JUDGMENT
3
MATERIALLY ADVERSELY AFFECT THE TRANSACTIONS CONTEMPLATED HEREBY.
THERE IS NO
ACTION, SUIT OR PROCEEDING AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL
INSTRUMENTALITY OR OTHER AGENCY NOW PENDING OR THREATENED IN WRITING AGAINST OR
AFFECTING IT OR ANY OF ITS PROPERTIES OR RIGHTS, WHICH, IF ADVERSELY DETERMINED,
WOULD IN TRANSFEROR'S GOOD FAITH AND REASONABLE JUDGMENT (A) MATERIALLY IMPAIR
THE ITS RIGHT TO CARRY ON ITS BUSINESS AS NOW CONDUCTED OR (B) HAVE A MATERIAL
ADVERSE EFFECT ON ITS FINANCIAL CONDITION.
(V)
IT HAS NOT TAKEN, OR OMITTED TO TAKE, ANY ACTION THAT, IF TAKEN OR
OMITTED, WOULD JEOPARDIZE OR ADVERSELY AFFECT THE EXCLUSION FROM GROSS INCOME
FOR FEDERAL INCOME TAX PURPOSES OF THE INTEREST PAYABLE ON THE BONDS WHICH IT
OWNS OR FOR WHICH IT HAS BEEN THE "MAJORITY OWNER" (AS DEFINED IN THE BOND
DOCUMENTS).
(VI)
THE INFORMATION WITH RESPECT TO THE BONDS SET FORTH ON SCHEDULE 1
TO EACH SERIES CERTIFICATE AGREEMENT AND APPENDIX A TO EACH OFFERING CIRCULAR
SUPPLEMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
(B)
EACH TRANSFEROR REPRESENTS AND WARRANTS AS OF THE CLOSING DATE
WITH RESPECT TO THE BONDS IT IS DEPOSITING HEREUNDER, AS FOLLOWS:
(I)
THE BONDS ARE GENUINE AND OUTSTANDING.
THE TRANSFEROR HAS ALL
NECESSARY POWER AND AUTHORITY TO TRANSFER, AND HAS DULY AUTHORIZED BY ALL
NECESSARY ACTION THE TRANSFER OF, THE BONDS.
ANY CONSENTS OR APPROVALS REQUIRED
TO TRANSFER THE BONDS TO FREDDIE MAC HAVE BEEN OBTAINED.
IMMEDIATELY PRIOR TO
SUCH TRANSFERS, THE TRANSFEROR OWNED THE BONDS FREE AND CLEAR OF ANY LIEN,
PLEDGE, ENCUMBRANCE OR OTHER SECURITY INTEREST, AND HAD NOT SOLD, ASSIGNED OR
PLEDGED ANY OF ITS INTEREST IN THE BONDS TO ANY PERSON OR ENTITY, AND HAD NOT
ENTERED INTO ANY AGREEMENT TO EFFECT SUCH A SALE, ASSIGNMENT OR PLEDGE EXCEPT AS
CONTEMPLATED HEREBY.
UPON SUCH TRANSFERS, THE TRANSFEROR HAS RELEASED ALL
RIGHT, TITLE AND INTEREST IN AND TO THE BONDS.
(C)
FREDDIE MAC'S REMEDIES AGAINST THE SPONSOR FOR BREACH OF (I) THE
REPRESENTATION AND WARRANTY SET FORTH IN SECTION 2.1(A)(VI) ABOVE SHALL BE
LIMITED TO THE APPLICABLE REMEDIES AVAILABLE TO FREDDIE MAC UNDER SECTIONS
2.4(C) AND 9.11(B)(3) OF THE REIMBURSEMENT AGREEMENT, AND (II) ANY OTHER
REPRESENTATION OR WARRANTY MADE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE
APPLICABLE REMEDIES AVAILABLE TO FREDDIE MAC UNDER SECTION 9.11(B)(4) OF THE
REIMBURSEMENT AGREEMENT.
Section 2.2
Representations and Warranties of Freddie Mac.
Freddie
Mac represents and warrants as of the Closing Date, as follows:
(A)
IT (A) IS A SHAREHOLDER-OWNED GOVERNMENT-SPONSORED ENTERPRISE DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA,
(B) HAS THE POWER AND AUTHORITY TO OWN ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW BEING CONDUCTED AND AS CONTEMPLATED BY THIS AGREEMENT AND
(C) HAS THE POWER AND AUTHORITY TO EXECUTE AND PERFORM ALL OF ITS UNDERTAKINGS
IN THIS AGREEMENT.
(B)
THIS AGREEMENT IS A VALID AND BINDING OBLIGATION OF FREDDIE MAC,
THE MAKING AND PERFORMANCE OF WHICH BY FREDDIE MAC HAVE BEEN DULY