REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets.
4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets.
4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.
4.02 The Administrator covenants and agrees that:
4.02.01. it will notify the Trust as soon as reasonably practical in advance of any matter which is reasonably likely to materially affect the Administrator’s performance of its duties and obligations under this Agreement;
4.02.02. to the extent applicable to the provision of the Services, it will comply in all material respects with all applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. The Administrator represents and warrants to, and covenants with, the Participant, the Issuer, the Servicer and the Trustee that:
(a) The Administrator is and at all pertinent times in the future in connection with each Program in which it acts as Administrator will be a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses and will possess all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this Agreement and the Program Administration Agreement (the “Administration Program Documents”) and to execute, deliver and comply with its obligations under the terms of the Administration Program Documents. The acceptance of the duties of Administrator hereunder and performance of the Administration Program Documents by the Administrator have been duly authorized by all necessary corporate action.
(b) The execution and delivery of the related Invitation and Administration Program Documents by the Administrator in the manner contemplated herein, and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it will not now or then violate (i) its certificate of incorporation or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this Agreement applicable to the Administrator, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Administrator is a party or which may be applicable to it or any of its assets.
(c) The execution and delivery of the related Invitation and this Agreement by the Administrator in the manner contemplated herein and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it do not now and will not then require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained.
(d) The related Invitation and this Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Administr...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. It is duly organized and validly existing in good standing under the laws of the state of its jurisdiction.
4.01.02. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the Agreement’s terms.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. The Administrator represents, warrants and covenants to the Sub-Administrator and the Company as follows:
(a) The Administrator is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as the business is now being conducted.
(b) The execution, delivery and performance by the Administrator of this Agreement and the Administrative Services Agreement is within the Administrator’s powers and has been duly authorized by all necessary actions on the part of the Administrator and its members and managers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Administrator for the execution, delivery or performance of this Agreement and the Administrative Services Agreement by the Administrator. The execution, delivery and performance of this Agreement and the Administrative Services Agreement by the Administrator does not violate, contravene or constitute a default under (i) any provision of any applicable law, rule or regulation, (ii) the Administrator’s organizational documents, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Administrator or any of the Sub-Administrator’s property.
(c) The Administrator has met, in all material respects, and will continue to meet, in all material respects, for the duration of this Agreement, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met by the Administrator in order for the Administrator to perform the services contemplated by this Agreement.
(d) The Administrator will carry out its responsibilities under this Agreement and the Administrative Services Agreement in compliance in all material respects with (i) any applicable federal or state laws, rules or regulations, including securities laws, rules and regulations, (ii) the Company’s guidelines, policies and limitations as may be set by the Board from time to time and (iii) such other policies or directives as the Board may from time to time establish or issue.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets. SEI – 145438v7
4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.
4.01.04. The Administrator will promptly notify the Trust of any actions, including regulatory examinations, to which it becomes a party to the extent Administrator reasonably believes either that such action may impact the services provided by the Administrator to the Trust or the Trust’s board of directors/trustees should be apprised of such action in connection with fulfilling its duties with respect to the Trust.
4.01.05. The Administrator has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Trust’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, if requested, the Administrator will provide certificates to the CCO concerning its compliance with applicable laws and regulations.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. The Administrator represents and warrants to, and covenants with, Lender and the Corporation, that:
(a) The Administrator is a public, nonprofit housing finance corporation duly organized under the laws of the State of Texas and has full power and authority to enter into and perform the obligations of Administrator under the Administration Agreement and this Agreement.
(b) The execution and delivery of this Agreement and the Administration Agreement have been duly authorized and, upon execution by the other parties hereto and thereto, this Agreement and the Administration Agreement shall constitute the legal, valid, and binding obligations of the Administrator enforceable against the Administrator in accordance with their terms, except as the enforcement thereof may be limited by applicable debtor relief laws.
(c) Neither the execution and delivery of this Agreement or the Administration Agreement by the Administrator in the manner contemplated herein or therein, nor the performance and compliance with the terms hereof and thereof by it, shall violate, in any material respect, any Texas and federal banking laws or any provision of the Administrator’s organizational or governing documents.
(d) From time to time the Administrator shall, upon reasonable request, provide information relating to the MCCs to the Corporation and the Lender.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES SEI New ways, New answers.(R) hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets.
4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. The Administrator represents and warrants that:
