Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNI:
(a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
(b) Bank is an FDIC-insured New Jersey state-chartered bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey.
(c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement.
(d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by Applicable Laws.
(e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party.
(f) Bank has the authority to make Loans in accordance with the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder.
(g) Bank has the authority to make Loans in each state in which Loans are made under the Program.
(h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan.
(i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affec...
Bank’s Representations and Warranties. Each instruction given to the Fiscal Agent in accordance with Section 6 hereof shall constitute a continuing representation and warranty to the Fiscal Agent by the Bank that the issuance and delivery of the Notes have been duly and validly authorized by the Bank and that the Notes, when completed, authenticated and delivered pursuant hereto, will constitute valid and legally binding obligations of the Bank.
Bank’s Representations and Warranties. Bank represents and warrants to Secured Party that:
(a) The Deposit Account is maintained with Bank solely in Customer’s name.
(b) Bank has no knowledge of any claim to, security interest in or lien upon any of the Collateral, except: (i) the security interest in favor of the Secured Party, and (ii) Bank’s liens securing fees and charges as described in the last paragraph of this Section.
(c) Any claim to, interest in or lien upon any of the Collateral which Bank now has or at any time hereafter acquires shall be junior and subordinate to the security interest of Secured Party in the Collateral, except for Bank’s liens securing fees and charges owed by Customer with respect to the operation of the Deposit Account.
Bank’s Representations and Warranties. The Bank represents and warrants the following to the Servicer:
(a) The Bank is duly organized and qualified to do business in each jurisdiction in which qualification is required for the activities contemplated by this Servicing Agreement. The execution and performance of this Servicing Agreement has been duly authorized by all necessary action and does not and will not contravene any provision of law, rule or regulation applicable to the Bank.
(b) This Servicing Agreement constitutes a legal, valid and binding obligation of the Bank, enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.
Bank’s Representations and Warranties. Bank represents and warrants that all Loans and submitted to ACOPIA shall comply with the following requirements and such other requirements as may be set forth herein or in ACOPIA’s guidelines:
a) As of the time any Loan is submitted to ACOPIA and as of the time the Loan is closed and funded, none of the statements or information contained in any Loan package will contain any false or erroneous statements, or omit material facts necessary to make such statements or information accurate and understandable.
b) All Loan applications shall be taken by Bank, or if received via transfer from another Bank, shall contain a transfer letter without recourse.
c) Bank or a third party approved in writing by ACOPIA shall process all Loan applications and shall obtain such information and documentation necessary to enable ACOPIA to underwrite the Loans in compliance with ACOPIA’s guidelines and investor guidelines.
d) The property securing the Loan shall have been appraised by an appraiser approved in writing by XXXXXX, meets all HVCC and independent appraiser guidelines, and the appraisal shall be made within a time period acceptable to, and established from time to time under investor guidelines.
e) Bank shall execute all documentation required to close and fund Loans to be purchased by ACOPIA, including, if applicable, the assignment of the Loans transferring and assigning to ACOPIA all right, title, and interest in and to said Loans, free and clear of any and all claims, charges, defenses, offsets, demands, or encumbrances of any kind or nature whatsoever.
f) Each Loan shall be secured by a valid and subsisting first and/or second lien (as applicable to the particular Loan product) on the property described in the security instrument, free and clear of all liens having priority over such first or second lien, except for real estate taxes and special assessments not yet due and payable, and in the case of a second lien, the first lien against the property.
g) The note and deed of trust executed in connection with a Loan shall not be modified without ACOPIA’s prior written permission. All documents affecting said Loan shall be genuine, and each shall be legal, valid, and binding upon Borrowers. The note shall be payable on the first day of each month and with a term not longer than thirty
Bank’s Representations and Warranties. We represent and warrant that the services rendered by us pursuant to the terms of this Agreement will be performed timely and in a professional manner; provided, however, you agree that we will not be responsible for any indirect, special or consequential loss or damage, such as loss of anticipated revenues or other consequential economic loss in connection with or arising out of any unintentional breach of this Agreement. Nor will we be liable for any errors in judgment or mistakes that may be made in good faith when acting as your attorney-in-fact pursuant to Section 4.4 at this Agreement. Nor will we be liable for any delay in the performance of our duties caused by strike, lawsuit, riot, civil disturbance, fire, shortage of supplies, or materials or any other cause reasonably beyond our control.
Bank’s Representations and Warranties. Bank makes the following warranties and representations to Company as of the Effective Date and on each date Bank funds a Loan under the Program, all of which shall only survive until the end of the term of this Agreement, including all extensions:
(a) This Agreement is valid, binding and enforceable against Bank in accordance with its terms, except (a) to the extent that such enforceability may be limited by applicable insolvency, bankruptcy reorganization, receivership, moratorium, conservatorship or other similar laws now or hereafter in effect, including the rights and obligations of receivers and conservators pursuant to 12 U.S.C. §§ 1821 (d) and (e), which may affect the enforcement of creditors’ rights in general, and (b) to the extent that such enforceability may be limited by general principles of equity (whether considered in a suit in law or in equity), and Bank has received all necessary approvals for such purposes or is not required to obtain the approval of any Regulatory Authority or other Person to enter into this Agreement or perform its obligations hereunder.
(b) Bank is a FDIC-insured New Jersey state-chartered bank, validly existing, and in good standing under the laws of New Jersey and applicable federal law and is authorized to do business in each state in which its activities makes such authorizations necessary or required.
(c) Bank has the full power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.
(d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by the Rules.
(e) The provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Bank’s Articles of Incorporation, Bylaws or any agreement, contract, lease or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party.
(f) The Bank has the authority to originate the Loans on the Program Terms to the Borrowers who meet the Underwriting Requirements established in the Program Guidelines, as contemplated in this Agreement. The Loans will be originated and funded by Bank and will ...
Bank’s Representations and Warranties. The Bank represents and warrants to and agrees with the Initial Purchasers that:
(i) The Bank has prepared an offering circular to be used by the Initial Purchasers in connection with the offering of the Securities. As used herein, "OFFERING CIRCULAR" means the Offering Circular dated the date hereof, as such Offering Circular may be amended or supplemented after the date hereof, and shall be deemed to refer to and include the documents incorporated by reference therein (the "INCORPORATED DOCUMENTS"). The Offering Circular, as of the date hereof, complies with and, as of the Settlement Date will comply with, the requirements of the "Statement of Policy on the Use of Offering Circulars" of the Federal Deposit Insurance Corporation ("FDIC") set forth at 61 Fed. Reg. 46808 (the "DISCLOSURE POLICY").
Bank’s Representations and Warranties. Each Bank represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Facility Parties and the Approved Buyers in connection with the transactions contemplated hereby and that it has made and shall continue to make its own appraisal of the Facility Parties and the Approved Buyers. Except to the extent as expressly set forth herein, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Banks or to provide any Bank with any information with respect thereto, whether coming into its possession before the making of the purchases contemplated hereby or at any time or times thereafter, and the Administrative Agent shall have no responsibility with respect to the accuracy of or the completeness of any information provided to the Banks.
Bank’s Representations and Warranties. Bank represents and warrants to Lessee, Owner Participant, Loan Participants, Subordination Agent and Mortgagee that:
