Representations and Warranties of FDS Bank Sample Clauses

Representations and Warranties of FDS Bank. FDS Bank makes the following representations and warranties to Citibank, N.A. as of each date on which a transfer occurs pursuant to section 1(b) of this Exhibit A solely with respect to the transfer(s) on such date: (a) FDS Bank (i) is a federally chartered stock savings bank duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) is duly licensed or qualified to do business and is in good standing as a foreign entity in all jurisdictions in which the conduct of its business or the activities in which it is engaged makes such licensing or qualification necessary, except to the extent that its non-compliance would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on FDS Bank’s ability to perform its obligations under this Exhibit A. (b) FDS Bank has all necessary corporate power and authority to perform the obligations required of FDS Bank under this Exhibit A. The consummation by FDS Bank of the transactions specified in this Exhibit A have been duly and validly authorized and approved by all necessary corporate actions of the FDS Bank. (c) All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by FDS Bank in connection with the transfer of Employee Account Cardholder Indebtedness pursuant to section 1 of this Exhibit A have been duly obtained, effected or given and are in full force and effect. (d) FDS Bank is the sole owner of and has good and marketable title to the Employee Account Cardholder Indebtedness. Upon the completion of each transfer of Employee Account Cardholder Indebtedness pursuant to this Exhibit A, such Employee Account Cardholder Indebtedness shall vest or be vested in Citibank, N.A. (or its designee) free and clear of all Liens (as defined in the Purchase Agreement). (e) To the Knowledge of FDS Bank, the Employee Account Cardholder Indebtedness arises from or in connection with a bona fide sale or loan transaction.

Representations and Warranties of FDS Bank. FDS Bank makes the following representations and warranties to Bank as of each date on which a transfer occurs pursuant to Section 1 of this Exhibit B solely with respect to the transfer(s) on such date:

Representations and Warranties of FDS Bank. FDS Bank hereby represents and warrants to Citibank (South Dakota) and PRC that FDS Bank, as Servicer is currently in compliance in all material respects with all of its obligations under the Pooling and Servicing Agreement and no Pay Out Event, Servicer Default, or event that with the giving of notice or lapse of time or both would become a Pay Out Event or Servicer Default has occurred and is continuing.