Representations of the Bank. The Bank represents and warrants as follows:
(a) The Bank is a public body corporate and politic, and an instrumentality of the State, established and existing under the laws of the State, including the Act. The Bank is authorized to use amounts in the Loan Account of the Fund to make the Loan to the Company, in each case to undertake and complete the Project;
(b) The Bank has complied with the provisions of the Act and has full power and authority to execute and deliver this Loan Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder;
(c) The Bank is not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to in the preceding paragraph (b);
(d) By Resolution duly adopted by the Bank and still in full force and effect, the Bank has authorized the execution, delivery and due performance of the Loan Agreement and the taking of any and all action as may be required on the part of the Bank to carry out, give effect to and consummate the transactions contemplated by each of the foregoing, and all approvals necessary in connection with the foregoing have been received;
(e) The execution and delivery by the Bank of this Loan Agreement and the consummation of the transactions contemplated hereby will not violate any indenture, mortgage, deed of trust, note, loan agreement or other contract or instrument to which the Bank is a party or by which it is bound, or to the best of the Bank’s knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Bank, and all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for the consummation of the transactions contemplated thereby have been obtained; and
(f) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the knowledge of the Bank, threatened against or affecting the Bank, or to the knowledge of the Bank, any basis therefor, wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated hereby or which, in any way, would adversely affect the validity of this Loan Agreement or any agreement or instrument to which the Bank is a party and which is used or contemplated for use in consummation of the transactions contemplated by each of the foregoing.
Representations of the Bank. III-1 3.02
Representations of the Bank. The Bank makes the following representations on which each of the Depositor and the Trustee is deemed to have relied in accepting the Receivables and other Trust Property in trust and, in the case of the Trustee, authenticating the Certificates. The representations are being made as of the execution and delivery of this Agreement and shall survive the sale and assignment of the Receivables and other Trust Property to the Trustee on behalf of the Trust.
Representations of the Bank a) The Bank represents that this Agreement has been duly authorized by all necessary action and constitutes a valid and binding obligation of the Bank, subject to applicable bankruptcy and insolvency laws and general principles of equity.
b) The Bank represents that it presently has and shall maintain during the term of this Agreement adequate staff and facilities to perform the Services agreed to by the Bank pursuant to this Agreement.
c) The Bank agrees to furnish the Company with all information and such forms as the Company may require in order to comply with the reporting or other requirements of the Securities and Exchange Commission or such other regulatory body having jurisdiction over the Services to be performed by the Bank for the Company under this Agreement.
Representations of the Bank. The Bank represents and warrants, that this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement of the Bank and that neither the execution and delivery of this Agreement nor the performance of the obligations of the Bank under this Agreement will contravene any federal or state law or any order, decree, license, permit or the like which is applicable to the Bank or to which the Bank is a party or by which the Bank is bound.
Representations of the Bank. The Bank represents to the Owner Trustee, the Indenture Trustee and the Collateral Agent as follows:
Representations of the Bank. The Bank represents and warrants that:
(1) it is the legal and actual owner, free and clear of all liens and claims, of all Eligible Securities pledged pursuant to this Agreement;
(2) the form of this Agreement was approved by its board of directors;
(3) this Agreement was executed by an officer of the Bank who was authorized by the Bank’s board of directors to do so and will at all times be maintained as an official record of the Bank;
(4) all securities pledged pursuant to this Agreement are Eligible Securities and that all letters of credit and surety bonds obtained by the Bank in satisfaction of its obligations hereunder and of which the Local Government is the beneficiary are Eligible Collateral;
(5) the Bank is a bank or trust company located and authorized to do business in the State of New York; and,
(6) all acts, conditions and things required to exist, happen or be performed on its part precedent to and in the execution and delivery of this Agreement exist or have happened or have been performed.
Representations of the Bank. The Bank represents and warrants that the Bank has all right, power and authority, without the consent of any other person, to execute and deliver and perform its obligations under this Agreement. All corporate and other actions required to be taken by the Bank to authorize the execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby have been duly and properly taken. This Agreement is a lawful, valid and legally binding obligation of the Bank, enforceable in accordance with its respective terms, subject to bankruptcy, insolvency and other similar equitable remedies available to creditors.
Representations of the Bank. The Bank represents and warrants that:
Representations of the Bank. The Bank makes the following representations as of the Closing Date, on which the Depositor will be deemed to have relied in acquiring the Purchased Assets. The representations will survive the conveyance of the Purchased Assets to the Depositor pursuant to this Agreement, the conveyance of the Purchased Assets by the Depositor to the Issuer pursuant to the Sale Agreement, the conveyance of the Purchased Assets by the Issuer to the Grantor Trust pursuant to the Contribution Agreement and the Grant thereof by the Issuer and the Grantor Trust to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture.
