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.
Appears in 3 contracts
Samples: Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct)
Representations of the Bank. The Bank hereby represents and warrants to the Trustee and the Certificateholders as followsof the Closing Date:
(a) The Bank is a public body corporate Connecticut chartered bank and politic, trust company duly organized and an instrumentality of the State, established and validly existing under the laws of the State, including State of Connecticut and has all licenses necessary to carry on its business as now being conducted and is licensed and qualified in each state where the Act. The Bank is authorized laws of such state require licensing or qualification in order to use amounts in the Loan Account conduct business of the Fund to make type conducted by the Loan to Bank and perform its obligations hereunder; 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 all requisite power and authority to execute and deliver this Loan Agreement and to consummate the transactions contemplated hereby perform in accordance herewith 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 therewith; the execution, delivery and due performance of the Loan this Agreement and the taking (including all instruments of any and all action as may transfer to be required on the part of the Bank delivered pursuant 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;
(ethis Agreement) The execution and delivery by the Bank of this Loan Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action; this Agreement evidences the valid, binding and enforceable obligation of the Bank; and all requisite corporate action has been taken by the Bank to make this Agreement valid, binding and enforceable upon the Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity, none of which will not violate affect the ownership of the SBA Loans by the Trustee, as trustee.
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any indenturefederal, mortgage, deed of trust, note, loan agreement state or other contract governmental authority or instrument agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Bank is a party makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Bank of the documents to which it is bounda party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the best of the Bank’s knowledge, time within which any judgment, decree, order, statute, rule appeal therefrom may be taken or regulation applicable to the Bankreview thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for adequate to authorize the consummation of the transactions contemplated thereby have been obtained; andby this Agreement and the other documents on the part of the Bank and the performance by the Bank of its obligations under this Agreement and such of the other documents to which it is a party;
(fc) 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 The consummation of the transactions contemplated by each this Agreement will not result in the breach of any terms or provisions of the foregoing.certificate of incorporation or by-laws of the Bank or result in the breach of any term or provision of, or conflict with or constitute a
(d) Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby and thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made;
(e) The Bank does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (First International Bancorp Inc), Pooling and Servicing Agreement (First International Bancorp Inc)
Representations of the Bank. The Bank hereby represents and warrants to the Indenture Trustee, the Owner Trustee, the Certificateholders and the Noteholders as followsof the Closing Date:
(a) The Bank is a public body corporate state chartered bank and politic, trust company organized and an instrumentality of the State, established and validly existing under the laws of the State, including State of Connecticut and has all licenses necessary to carry on its business as now being conducted and is licensed and qualified in each state where the Act. The Bank is authorized laws of such state require licensing or qualification in order to use amounts in the Loan Account conduct business of the Fund to make type conducted by the Loan to Bank and perform its obligations hereunder; 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 all requisite power and authority to execute and deliver this Loan Agreement and each other Basic Document to consummate the transactions contemplated hereby which it is a party and to 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 accordance herewith and still in full force and effect, the Bank has authorized therewith; the execution, delivery and due performance of the Loan this Agreement and the taking each other Basic Document to which it is a party (including all instruments of any and all action as may transfer to be required on the part of the Bank delivered pursuant 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;
(ethis Agreement) The execution and delivery by the Bank of this Loan Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action; this Agreement and each other Basic Document to which it is a party evidence the valid, binding and enforceable obligations of the Bank; and all requisite corporate action has been taken by the Bank to make this Agreement and each other Basic Document to which it is a party valid, binding and enforceable upon the Bank in accordance with its respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity, none of which will not violate affect the ownership of the Business Loans by the Trust.
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any indenturefederal, mortgage, deed of trust, note, loan agreement state or other contract governmental authority or instrument agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Bank is a party makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes and the execution and delivery by the Bank of the documents to which it is bounda party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the best of the Bank’s knowledge, time within which any judgment, decree, order, statute, rule appeal therefrom may be taken or regulation applicable to the Bankreview thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for adequate to authorize 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 and each other Basic Document to which the Bank it is a party and which is used or contemplated for use in consummation the other documents on the part of the transactions contemplated Bank and the performance by each the Bank of its obligations under this Agreement and the foregoing.other Basic Documents to which it is a party;
Appears in 1 contract
Samples: Sale and Servicing Agreement (First International Bancorp Inc)
Representations of the Bank. The Bank hereby represents and warrants to the Indenture Trustee, the Owner Trustee, the Certificateholders and the Noteholders as followsof the Closing Date:
(a) The Bank is a public body corporate state chartered bank and politic, trust company organized and an instrumentality of the State, established and validly existing under the laws of the State, including State of Connecticut and has all licenses necessary to carry on its business as now being conducted and is licensed and qualified in each state where the Act. The Bank is authorized laws of such state require licensing or qualification in order to use amounts in the Loan Account conduct business of the Fund to make type conducted by the Loan to Bank and perform its obligations hereunder; 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 all requisite power and authority to execute and deliver this Loan Agreement and each other Basic Document to consummate the transactions contemplated hereby which it is a party and to 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 accordance herewith and still in full force and effect, the Bank has authorized therewith; the execution, delivery and due performance of the Loan this Agreement and the taking each other Basic Document to which it is a party (including all instruments of any and all action as may transfer to be required on the part of the Bank delivered pursuant 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;
(ethis Agreement) The execution and delivery by the Bank of this Loan Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action; this Agreement and each other Basic Document to which it is a party evidence the valid, binding and enforceable obligations of the Bank; and all requisite corporate action has been taken by the Bank to make this Agreement and each other Basic Document to which it is a party valid, binding and enforceable upon the Bank in accordance with its respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity, none of which will affect the ownership of the Business Loans by the Trust.
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Bank makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes and the execution and delivery by the Bank of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and each other Basic Document to which it is a party and the other documents on the part of the Bank and the performance by the Bank of its obligations under this Agreement and the other Basic Documents to which it is a party;
(c) The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Bank is a party will not violate result in the breach of any indentureterms or provisions of the certificate of incorporation or by-laws of the Bank or result in the breach of any term or provision of, mortgageor conflict with or constitute a default under or result in the acceleration of any obligation under, deed of trustany material agreement, note, indenture or loan or credit agreement or other contract material instrument to which the Bank or instrument its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Bank or its property is subject;
(d) Neither this Agreement or any other Basic Document to which the Bank is a party nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or any other Basic Document 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 in connection with the transactions contemplated hereby and thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made;
(e) The Bank does not believe, nor does it have been obtained; andany reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement or any other Basic Document to which the Bank is a party;
(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 best of the Bank's knowledge, threatened against the Bank which, either in any one instance or affecting in the Bankaggregate, may (i) result in any material adverse change in the business, operations, financial condition, properties or assets of the Bank or in any material impairment of the right or ability of the Bank to carry on its business substantially as now conducted, or to in any material liability on the knowledge part of the Bank, Bank or of any basis therefor, wherein an unfavorable decision, rulingaction taken or to be taken in connection with the obligations of the Bank contemplated herein, or finding which would adversely affect be likely to impair materially the transactions contemplated hereby ability of the Bank to perform under the terms of this Agreement or which, in any way, other Basic Document to which the Bank is a party or (ii) which would adversely affect draw into question the validity of this Loan Agreement or any agreement other Basic Document to which the Bank is a party or instrument the Business Loans;
(g) The Trust will not constitute an "investment company" within the meaning of the Investment Company Act of 1940, as amended;
(h) The Bank is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Bank or its properties or might have consequences that would materially and adversely affect its performance hereunder;
(i) The statements contained in the Private Placement Memorandum which describe the Bank or the Business Loans or matters or activities for which the Bank is responsible in accordance with the Private Placement Memorandum, this Agreement or any other Basic Document to which the Bank is a party and all documents referred to therein or herein or delivered in connection therewith or herewith, or which are attributable to the Bank therein or
(j) No Noteholder or Certificateholder is used subject to Connecticut state licensing requirements solely by virtue of holding the Notes or contemplated for use in consummation the Certificates;
(k) The transfer, assignment and conveyance of the transactions contemplated Business Notes and the Mortgages by the Bank pursuant to this Agreement are not or, with respect to the Subsequent Business Loans, will not be, subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction;
(l) The origination and collection practices used by the Bank with respect to each Business Note and Mortgage relating to the Initial Business Loans have been, and the origination and collection practices to be used by the Bank with respect to each Business Note and Mortgage relating to the Subsequent Business Loans will have been, in all material respects legal, proper, prudent and customary in the business loan origination and servicing business;
(m) Each Initial Business Loan listed on Schedule H-1 was, and each Subsequent Business Loan will be, selected from among the existing business loans in the Bank's portfolio at the date hereof or, in the case of the foregoingSubsequent Business Loans, at the related Subsequent Cut-Off Date, in a manner not designed to adversely affect the Noteholders or the Certificateholders;
(n) The Bank received fair consideration and reasonably equivalent value or, in the case of the Subsequent Business Loans, will have received fair consideration and reasonably equivalent value, in exchange for the sale of the Business Loans sold by the Bank;
(o) Neither the Bank nor any of its affiliates sold or, in the case of the Subsequent Business Loans, will have sold any interest in any Business Loan with any intent to hinder, delay or defraud any of their respective creditors;
(p) The Bank is solvent, and the Bank will not be rendered insolvent as a result of the transfer of the Business Loans to the Trust or the sale of the Notes;
(q) The chief executive office and legal name of the Bank is as set forth on the respective UCC-1 financing statement filed on behalf of the Bank pursuant to Section 2.04(a)(4),
(r) The Bank has filed all required tax returns on a timely basis;
(s) The pension or profit sharing plans of the Bank and all consolidated subsidiaries have been fully funded in accordance with the Bank's obligations;
(t) The legal name of the Bank has not been changed in the last six years and the Bank does not have tradenames, fictitious names, assumed names or "doing business as" names except First National Bank of Connecticut, First National Bank of New England and First International Bank, N.A. and First International Capital;
(u) The Bank will treat the sale of the Business Loans as a sale for federal income tax reporting and accounting purposes; and
(v) The Bank conducts its affairs such that the Trust would not be substantively consolidated in the trust estate of the Bank and their respective separate existences disregarded in bankruptcy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (First International Bancorp Inc)
Representations of the Bank. The Bank hereby represents and warrants to the Trustee and the Certificateholders as followsof the Closing Date:
(a) The Bank is a public body corporate nationally chartered bank duly organized and politic, and an instrumentality of the State, established and validly existing under the laws of the State, including United States and has all licenses necessary to carry on its business as now being conducted and is licensed and qualified in each state where the Act. The Bank is authorized laws of such state require licensing or qualification in order to use amounts in the Loan Account conduct business of the Fund to make type conducted by the Loan to Bank and perform its obligations hereunder; 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 all requisite power and authority to execute and deliver this Loan Agreement and to consummate the transactions contemplated hereby perform in accordance herewith 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 therewith; the execution, delivery and due performance of the Loan this Agreement and the taking (including all instruments of any and all action as may transfer to be required on the part of the Bank delivered pursuant 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;
(ethis Agreement) The execution and delivery by the Bank of this Loan Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action; this Agreement evidences the valid, binding and enforceable obligation of the Bank; and all requisite corporate action has been taken by the Bank to make this Agreement valid, binding and enforceable upon the Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity, none of which will not violate affect the ownership of the SBA Loans by the Trustee, as trustee.
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any indenturefederal, mortgage, deed of trust, note, loan agreement state or other contract governmental authority or instrument agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Bank is a party makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Bank of the documents to which it is bounda party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the best of the Bank’s knowledge, time within which any judgment, decree, order, statute, rule appeal therefrom may be taken or regulation applicable to the Bankreview thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, 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; andadequate to authorize
(fc) 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 The consummation of the transactions contemplated by each this Agreement will not result in the breach of any terms or provisions of the foregoing.articles of association or by-laws of the Bank or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Bank or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Bank or its property is subject;
(d) Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby and thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made;
(e) The Bank does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First International Bancorp Inc)
Representations of the Bank. The Bank hereby represents and warrants to the Trustee and the Certificateholders as followsof the Closing Date:
(a) The Bank is a public body corporate nationally chartered bank duly organized and politic, and an instrumentality of the State, established and validly existing under the laws of the State, including United States and has all licenses necessary to carry on its business as now being conducted and is licensed and qualified in each state where the Act. The Bank is authorized laws of such state require licensing or qualification in order to use amounts in the Loan Account conduct business of the Fund to make type conducted by the Loan to Bank and perform its obligations hereunder; 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 all requisite power and authority to execute and deliver this Loan Agreement and to consummate the transactions contemplated hereby perform in accordance herewith 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 therewith; the execution, delivery and due performance of the Loan this Agreement and the taking (including all instruments of any and all action as may transfer to be required on the part of the Bank delivered pursuant 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;
(ethis Agreement) The execution and delivery by the Bank of this Loan Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action; this Agreement evidences the valid, binding and enforceable obligation of the Bank; and all requisite corporate action has been taken by the Bank to make this Agreement valid, binding and enforceable upon the Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity, none of which will not violate affect the ownership of the SBA Loans by the Trustee, as trustee.
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any indenturefederal, mortgage, deed of trust, note, loan agreement state or other contract governmental authority or instrument agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Bank is a party makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Bank of the documents to which it is bounda party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the best of the Bank’s knowledge, time within which any judgment, decree, order, statute, rule appeal therefrom may be taken or regulation applicable to the Bankreview thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for adequate to authorize the consummation of the transactions contemplated by this Agreement and the other documents on the part of the Bank and the performance by the Bank of its obligations under this Agreement and such of the other documents to which it is a party;
(c) The consummation of the transactions contemplated by this Agreement will not result in the breach of any terms or provisions of the articles of association or by-laws of the Bank or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Bank or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Bank or its property is subject;
(d) Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby and thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made;
(e) The Bank does not believe, nor does it have been obtained; andany reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(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 best of the Bank's knowledge, threatened against the Bank which, either in any one instance or affecting in the Bankaggregate, may (i) result in any material adverse change in the business, operations, financial condition, properties or assets of the Bank or in any material impairment of the right or ability of the Bank to carry on its business substantially as now conducted, or to in any material liability on the knowledge part of the Bank, Bank or of any basis therefor, wherein an unfavorable decision, rulingaction taken or to be taken in connection with the obligations of the Bank contemplated herein, or finding which would adversely affect be likely to impair materially the transactions contemplated hereby ability of the Bank to perform under the terms of this Agreement or which, in any way, (ii) which would adversely affect draw into question the validity of this Loan Agreement or the SBA Loans;
(g) The Trust Fund will not constitute an "investment company" within the meaning of the Investment Company Act of 1940, as amended;
(h) The Bank is not in default with respect to any agreement order or instrument to decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Bank or its properties or might have consequences that would materially and adversely affect its performance hereunder;
(i) The statements contained in the Confidential Placement Memorandum which describe the Bank or the SBA Loans or matters or activities for which the Bank is responsible in accordance with the Confidential Placement Memorandum, this Agreement and all documents referred to therein or herein or delivered in connection therewith or herewith, or which are attributable to the Bank therein or herein are true and correct in all material respects, and the Confidential Placement Memorandum does not contain any untrue statement of a party material fact with respect to the Bank or the SBA Loans and which is used does not omit to state a material fact necessary to make the statements contained therein with respect to the Bank or contemplated for use the SBA Loans not misleading in consummation light of the transactions contemplated by each circumstances under which they were made. The Bank is not aware that the Confidential Placement Memorandum contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the foregoingcircumstances under which they were made. There is no fact peculiar to the Bank or the SBA Loans and known to the Bank that materially adversely affects or in the future may (so far as the Bank can now reasonably foresee) materially adversely affect the Bank or the SBA Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Confidential Placement Memorandum;
(j) No Certificateholder is subject to Connecticut state licensing requirements solely by virtue of holding the Certificates;
(k) The transfer, assignment and conveyance of the SBA Notes and the Mortgages by the Bank pursuant to this Agreement are not or, with respect to the Subsequent SBA Loans, will not be, subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction and do not violate the SBA Rules and Regulations;
(l) The origination and collection practices used by the Bank with respect to each SBA Note and Mortgage relating to the Initial SBA Loans have been, and the origination and collection practices to be used by the Bank with respect to each SBA Note and Mortgage relating to the Subsequent SBA Loans will have been, in all material respects legal, proper, prudent and customary in the SBA loan origination and servicing business;
(m) Each Initial SBA Loan was, and each Subsequent SBA Loan will be, selected from among the existing SBA loans in the Bank's portfolio at the date hereof or, in the case of the Subsequent SBA Loans, at the related Subsequent Cut-Off Date, in a manner not designed to adversely affect the Certificateholders;
(n) The Bank received fair consideration and reasonably equivalent value or, in the case of the Subsequent SBA Loans, will have received fair consideration and reasonably equivalent value, in exchange for the sale of the Unguaranteed Interest of the SBA Loans evidenced by the Certificates;
(o) Neither the Bank nor any of its affiliates sold or, in the case of the Subsequent SBA Loans, will have sold any interest in any SBA Loan evidenced by the Certificates with any intent to hinder, delay or defraud any of their respective creditors;
(p) The Bank is solvent, and the Bank will not be rendered insolvent as a result of the transfer of the SBA Loans to the Trust Fund or the sale of the Certificates; and
(q) The chief executive office and legal name of the Bank is as set forth on the respective UCC-1 financing statement filed on behalf of the Bank pursuant to Section 2.04(h), such office is the place where the Bank is "located" for the purposes of Section 9-103(3)(d) of the Uniform Commercial Code as in effect in the State of New York, and neither the location of such office nor the legal name of the Bank has changed in the past four months.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First International Bancorp Inc)
