Representations and Warranties of the Banks. Each Bank hereby represents and warrants to the Borrowers that it is (1) (A) a depository institution (as defined in Section 3 of the Federal Deposit Insurance Act) or a branch or agency of a foreign bank (as such terms are defined in Section 1(b) of the International Banking Act of 1978), (B) a member bank of the Federal Reserve System or (C) any other banking institution or trust company, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency, and which is supervised and examined by State or Federal authority having supervision over banks, and which is not operated for the purpose of evading the provisions of the Act and (2) it is not “affiliated” (within the meaning of the Act) with any Borrower or the Adviser. Each Bank will immediately notify the Borrowers if such Bank is no longer able to make the representations and warranties stated in the preceding sentence. No Bank shall have any liability under the terms of this Agreement for delivering such notice or for no longer being able to make the representations and warranties stated in the first sentence of this section so long as if it has timely delivered such notice. If the Investment Company Act of 1940, as amended, any rules, regulations or orders issued pursuant thereto, or any other applicable law shall make it illegal for a Bank to make loans to the Borrowers (or shall make it illegal for the Borrowers to borrow from a Bank), then such Bank’s Commitment Amount shall immediately and automatically be reduced to $0 and such Bank’s Commitment shall immediately and automatically terminate.
Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the Underwriter, that:
(a) A registration statement on Form S-3 (No. 333- 32263) including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement.
(b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnish...
Representations and Warranties of the Banks. Each Bank hereby represents and warrants to the Borrowers that it is (1) (A) a banking institution organized under the laws of the United States, (B) a member bank of the Federal Reserve System or (C) any other banking institution or trust company, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency, and which is supervised and examined by State or Federal authority having supervision over banks, and which is not operated for the purpose of evading the provisions of the Act and (2) it is not "affiliated" (within the meaning of the Act) with any Borrower or the Adviser. Each Bank will immediately notify the Borrowers if such Bank is no longer able to make the representations and warranties stated in the preceding sentence.
Representations and Warranties of the Banks. Each of the Banks, severally and not jointly, represents and warrants to the Company that the following representations and warranties are true and correct on and as of the date of this Agreement with respect to such Bank and will be true and correct through the Consummation Date as if made on and as of that date.
Representations and Warranties of the Banks. Each of the Banks hereby represents and warrants that:
Representations and Warranties of the Banks. Each of the Banks (each, respectively, a "Bank"), with respect to itself, represents and warrants to, and agrees with, the Underwriters that:
(a) With respect to Travelers Bank fsb, it is a federally-chartered savings bank duly organized and validly existing in good standing under the laws of the United States, and, with respect to Travelers Bank USA, it is a Delaware state-chartered bank, and the Bank has all requisite corporate power, authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is party.
(b) With respect to Travelers Bank USA, it owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to service the Receivables.
(c) The execution and delivery of this Agreement, [the Class B Underwriting Agreement,] and each of the Transaction Documents to which it is a party, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereunder and thereunder have been duly authorized by the Bank by all necessary action on the part of the Bank.
(d) The execution and delivery of this Agreement [and the Class B Underwriting Agreement] has been duly authorized and delivered by the Bank.
(e) Each of the Transaction Documents to which the Bank is a party will be executed and delivered by the Bank on or before the Closing Date, and when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that (i) the enforceability thereof may be subject to insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors' or other obligees' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(f) It is not in violation...
Representations and Warranties of the Banks. Each Bank hereby represents and warrants to the Borrowers that it is (1) (A) a depository institution (as defined in Section 3 of the Federal Deposit Insurance Act) or a branch or agency of a foreign bank (as such terms are defined in Section 1(b) of the International Banking Act of 1978), (B) a member bank of the Federal Reserve System or (C) any other banking institution or trust company, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency, and which is supervised and examined by State or Federal authority having supervision over banks, and which is not operated for the purpose of evading the provisions of the Act and (2) it is not “affiliated” (within the meaning of the Act) with any Borrower or the Adviser. Each Bank will immediately notify the Borrowers if such Bank is no longer able to make the representations and warranties stated in the preceding sentence.
Representations and Warranties of the Banks. Each Bank represents and warrants that (a) such Bank is a Qualifying Bank and (b) such Bank shall not assign, participate or otherwise transfer any part of its Commitment or its Advances to any entity that is not a Qualifying Bank.
Representations and Warranties of the Banks. Each Bank represents, warrants and covenants as to itself on the date hereof as follows:
(a) it has the power and authority to enter into and perform its obligations under the Financing Documents to which it is a party and it has duly authorized, executed and delivered the Financing Documents to which it is a party;
(b) its Loans are being acquired by it in the ordinary course of its commercial banking business or, if it is not a commercial bank, for its own account and/or for one or more separate accounts maintained by it, and that, if it is not a qualified institutional investor, it and/or such account is acquiring such Loans for investment and not with a view to any distribution thereof or with any present intention of distributing or selling the same, subject, however, to the disposition of its property being at all times within its control;
(c) it is a Qualifying Person as of the date hereof or on the date it becomes a Bank hereunder (as the case may be), and each Bank agrees not to take any action to cause itself to cease to be a Qualifying Person for the duration of this Agreement, except as may be required by a change in Applicable Law occurring after the date it becomes a Bank under this Agreement, upon which time it shall promptly (but in no event more than five Business Days following such occurrence) notify the Borrower that it ceases to be a Qualifying Person; and
(d) in respect of each Bank which is located in Singapore:
(i) such Bank is a company;
(ii) such Bank is resident for corporate income tax purposes in Singapore under domestic Singapore tax law;
(iii) such Bank is subject to tax on the interest income under the Singapore corporate income tax regime;
(iv) the interest due and payable hereunder is paid into a bank account (of the Bank) located in Singapore;
(v) such Bank has provided the Borrower with a Singapore tax residency certificate; and
(vi) such Bank covenants that it shall be fully liable for Singapore income tax on any interest paid by the Borrower under the Financing Documents.
Representations and Warranties of the Banks. Each Bank represents and warrants as to itself on the date hereof and on each Drawdown Date as follows:
(a) it has the power and authority to enter into and perform its obligations under the Financing Documents to which it is a party and it has duly authorized, executed and delivered the Financing Documents to which it is a party;
(b) its Loans are being acquired by it in the ordinary course of its commercial banking business or, if it is not a commercial bank, for its own account and/or for one or more separate accounts maintained by it, and that, if it is not a qualified institutional investor, it and/or such account is acquiring such Loans for investment and not with a view to any distribution thereof or with any present intention of distributing or selling the same, subject, however, to the disposition of its property being at all times within its control; and
(c) it is a Qualifying Person as of the date hereof or on the date it becomes a Bank hereunder (as the case may be), and each Bank agrees not to take any action to cause itself to cease to be a Qualifying Person for the duration of this Agreement, except as may be required by a change in Applicable Law occurring after the date it becomes a Bank under this Agreement, upon which time it shall promptly (but in no event more than five Business Days following such occurrence) notify the Borrower that it ceases to be a Qualifying Person .
