Common use of Representations and Warranties of Applicant Clause in Contracts

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except (A) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (B) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2005, reported on by independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Applicant and its Subsidiaries as of such date and for the fiscal year then ended in accordance with GAAP; (e) each of the reports required to be filed by Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect, except (AB) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (BC) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will xxxx not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank its audited consolidated balance sheet and statements of consolidated income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 20052010, reported on by independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position of the Applicant and its Subsidiaries as of the date thereof and results of operations and cash flows of the Applicant and its Subsidiaries as of such date and for the fiscal year then ended periods covered thereby in accordance with GAAP; (e) each of the reports required to be filed by the Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof since December 31, 2010 has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and (as each such report may have been supplemented or revised by any subsequent report filed by the Applicant) do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to any projected financial information or other forward looking statements, the Applicant represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except (A) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (B) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank (i) its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2005, reported on by independent public accountantsaccountants and (ii) its unaudited interim consolidated financial statements for the quarterly period ended March 31, 2006. Such financial statements present fairly, in all material respects, the consolidated financial position of Applicant and its Subsidiaries as of the dates thereof and results of operations and cash flows of Applicant and its Subsidiaries as of such date and for the fiscal year then ended periods covered thereby (subject to normal year-end audit adjustments with respect to the unaudited interim consolidated financial statements) in accordance with GAAP; (e) each of the reports required to be filed by Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect, except (AB) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (BC) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will xxxx not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank its audited consolidated balance sheet and statements of consolidated income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 20052011, reported on by independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position of the Applicant and its Subsidiaries as of the date thereof and results of operations and cash flows of the Applicant and its Subsidiaries as of such date and for the fiscal year then ended periods covered thereby in accordance with GAAP; (e) each of the reports required to be filed by the Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof since December 31, 2011 has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and (as each such report may have been supplemented or revised by any subsequent report filed by the Applicant) do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to any projected financial information or other forward looking statements, the Applicant represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect, except (AB) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (BC) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will xxxx not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank (i) its audited consolidated balance sheet and statements of consolidated income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 20052011, reported on by independent public accountantsaccountants and (ii) its unaudited interim consolidated financial statements for the quarterly periods ending March 31, 2012, June 30, 2012 and September 30, 2012. Such financial statements present fairly, in all material respects, the consolidated financial position of the Applicant and its Subsidiaries as of the date thereof and results of operations and cash flows of the Applicant and its Subsidiaries as of such date and for the fiscal periods covered thereby (subject to normal year then ended end audit adjustments and the absence of footnote disclosure with respect to the unaudited interim consolidated financial statements) in accordance with GAAP; (e) each of the reports required to be filed by the Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof since December 31, 2011 has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and (as each such report may have been supplemented or revised by any subsequent report filed by the Applicant) do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to any projected financial information or other forward looking statements, the Applicant represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except (A) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (B) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 20052006, reported on by independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position of Applicant and its Subsidiaries as of the date thereof and results of operations and cash flows of Applicant and its Subsidiaries as of such date and for the fiscal year then ended period covered thereby in accordance with GAAP; (e) each of the reports required to be filed by Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except (A) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (B) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the Subsidiaries; (d) Applicant has heretofore furnished to Citibank (i) its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 20052006, reported on by independent public accountants; (ii) its unaudited interim consolidated financial statements for the quarterly period ended March 31, 2007; and (iii) its unaudited interim consolidated financial statements for the quarterly period ended June 30, 2007. Such financial statements present fairly, in all material respects, the consolidated financial position of Applicant and its Subsidiaries as of the dates thereof and results of operations and cash flows of Applicant and its Subsidiaries as of such date and for the fiscal year then ended periods covered thereby (subject to normal year-end audit adjustments with respect to the unaudited interim consolidated financial statements) in accordance with GAAP; (e) each of the reports required to be filed by Applicant under Section 13(a) of the Securities Exchange Act of 1934 on or prior to the date hereof has been filed and, as of the respective dates thereof and the date hereof, such reports did not contain and do not contain an untrue statement of a material fact and did not omit and do not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) neither Applicant nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock and (g) neither the Applicant nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.