Representations, Warranties and Covenants of the Bank. The Bank hereby makes the following representations, warranties and covenants:
(i) The Designated Accounts have been established as set forth in Section 1 hereof and each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Bank shall not change the name or account number of any Designated Account without the prior written consent of the Administrative Agent.
(ii) The Bank is a “bank,” as such term is defined in the UCC.
(iii) This Control Agreement is the valid and legally binding obligation of the Bank.
(iv) The Bank has not entered into any agreement with any other Person pursuant to which it has agreed to comply with any orders or instructions with respect to any Designated Account. Until the termination of this Control Agreement, the Bank will not, without the written approval of the Administrative Agent, enter into any agreement with any Person pursuant to which it agrees to comply with any orders or instructions of such Person with respect to any Designated Account.
(v) The Bank has not entered into any other agreement with the Company or the Administrative Agent purporting to limit or condition the obligation of the Bank to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof.
Representations, Warranties and Covenants of the Bank. The Bank makes the following representations, warranties and covenants:
(i) The Account has been established as set forth in Section 1 above and will be maintained in the manner set forth herein until this Agreement is terminated. The Bank will not change the name or account number of the Account without the prior written consent of the Secured Party.
(ii) Neither the Account nor any funds or deposits at any time held therein or credited thereto is or will be evidenced by any instrument (as defined in Section 9-102 of the UCC) or constitutes or will constitute investment property (as defined in Section 9-102 of the UCC)
(iii) This Agreement is a valid and binding agreement of the Bank enforceable in accordance with its terms.
(iv) The Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other than the Secured Party) relating to the Account and/or any funds or deposits held therein or credited thereto pursuant to which it has agreed, or will agree, to comply with instructions of such person. The Bank has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Bank to comply with instructions originated by the Secured Party as agreed in Section 3 hereof.
Representations, Warranties and Covenants of the Bank. The Bank hereby makes the following representations, warranties and covenants:
(a) each Deposit Account has been established as set forth in Section 1 above, and each Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and
(b) this Agreement is the valid and legally binding obligation of the Bank.
Representations, Warranties and Covenants of the Bank. The Bank hereby represents, warrants and covenants that:
(a) The Bank has established the Deposit Accounts in the name of the Credit Party. Except as provided in the foregoing sentence, the Bank shall not change the name or account number of any Deposit Account without the prior written consent of the Collateral Agent.
(b) Each Deposit Account is a “deposit account” as defined in the UCC.
(c) Except for the claims and interest of the Collateral Agent and of the Credit Party in the Deposit Account Collateral, the Bank does not know of any claim to, interest in or adverse claim to, any Deposit Account or any Deposit Account Collateral deposited therein or credited thereto.
(d) There are no other agreements entered into between the Bank and the Credit Party with respect to any Deposit Account or any Deposit Account Collateral deposited therein or credited thereto, and the Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Deposit Account and/or any Deposit Account Collateral deposited therein or credited thereto pursuant to which it has agreed or will agree to comply with instructions originated by such other Person as to the disposition of funds in or from the Deposit Accounts or with respect to any other dealings with any of the Deposit Account Collateral.
(e) The Bank will not agree that any Person other than the Credit Party or the Collateral Agent is the Bank’s customer with respect to any Deposit Account.
(f) This Agreement constitutes a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms.
(g) The Bank acknowledges that it holds and will hold possession of the Deposit Account Collateral consisting of instruments and money as bailee for the Collateral Agent and for the benefit of the Collateral Agent and the Secured Parties.
Representations, Warranties and Covenants of the Bank. The Bank as of the date hereof, represents, warrants and covenants that:
(a) The Bank is a national banking association, organized and existing under the laws of the United States and has full legal right, power and authority under the laws of the United States (i) to enter into this Funding Loan Agreement, the Borrower Loan Agreement and the Assignment Agreement, (ii) to perform its obligations hereunder, and (iii) to consummate the transactions on its part contemplated by this Funding Loan Agreement and the Borrower Loan Agreement.
(b) This Funding Loan Agreement, the Borrower Loan Agreement and the Assignment Agreement have been duly executed and delivered by the Bank and, when executed by the Governmental Lender and Borrower, as applicable, will constitute valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting the rights of creditors generally.
(c) The execution and delivery of this Funding Loan Agreement, the Borrower Loan Agreement and the Assignment Agreement, the performance by the Bank of its obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby will not violate any law, regulation, rule or ordinance or any order, judgment or decree of any federal, state or local court and do not conflict with, or constitute a breach of, or a default under, any document, instrument or commitment to which the Bank is a party or by which the Bank or any of its property is bound.
(d) The Bank has not been served with and, to the knowledge of the Bank, there is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or threatened against the Bank which (i) affects or seeks to prohibit, restrain or enjoin the loaning of the amounts set forth herein to the Governmental Lender or the execution and delivery of this Funding Loan Agreement, the Borrower Loan Agreement or the Assignment Agreement, (ii) affects or questions the validity or enforceability of this Funding Loan Agreement or the Borrower Loan Agreement, or (iii) questions the power or authority of the Bank to carry out the transactions on its part contemplated by, or to perform its obligations under, this Funding Loan Agreement and the Borrower Loan Agreement.
(e) Any certificate for the ben...
Representations, Warranties and Covenants of the Bank. 4.01 The Bank represents, warrants and covenants that it has and will have the legal right, power and authority to carry out its obligations under this Agency Agreement, and that the execution, delivery and performance of this Agency Agreement by the Bank:
4.01.01 are within the Bank’s corporate powers; and
4.01.02 have been duly authorised by all necessary corporate action under its constitutional documents.
4.02 The Bank hereby undertakes:
4.02.01 to account to the Funds and the Trust for all outstanding Lending Transactions pursuant to Clause 6; and
4.02.02 to take all steps available under the terms of the relevant Counterparty Agreement to maintain adequate Collateral; and
4.02.03 to comply with all of its responsibilities and obligations relating to Investments.
4.04 The Bank further represents, warrants and covenants that Investments shall be made by the Bank in compliance with the Funds’ Investment Guidelines as set forth in Exhibit D.
Representations, Warranties and Covenants of the Bank. 4.01 The Bank represents, warrants and covenants that it has and will have the legal right, power and authority to carry out its obligations under this Agency Agreement, and that the execution, delivery and performance of this Agency Agreement by the Bank:
4.01.01 are within the Bank’s corporate powers; and
4.01.02 have been duly authorised by all necessary corporate action under its constitutional documents.
4.02 The Bank hereby undertakes:
4.02.01 to account to the Funds and the Trust for all outstanding Lending Transactions pursuant to Clause 6; and
4.02.02 to take all steps available under the terms of the relevant Counterparty Agreement to maintain adequate Collateral; and
4.02.03 to comply with all of its responsibilities and obligations relating to Investments.
4.03 The Bank represents and warrants that the RFP fairly describes, in all material respects, the securities lending services to be provided to the Funds pursuant to this Agency Agreement and agrees to perform such services.
4.04 The Bank further represents, warrants and covenants that Investments shall be made by the Bank in compliance with the Funds’ Investment Guidelines as set forth in Exhibit D.
Representations, Warranties and Covenants of the Bank. 4.01 The Bank represents and warrants that it has and will have the legal right, power and authority to carry out all of the Transactions contemplated by this Agency Agreement, on the Client’s behalf, and that the execution, delivery and performance of this Agency Agreement by the Bank:
4.01.01 is within the Bank’s corporate powers; and
4.01.02 have been duly authorised by all necessary corporate action under its charter.
4.02 The Bank hereby undertakes:
4.02.01 to account in writing or via its on-line system to the Client for all outstanding Transactions on a daily basis;
4.02.02 to take all steps available under the terms of the relevant Agreement to maintain adequate Collateral;
4.02.03 to comply with all of its responsibilities and obligations relating to Investments;
4.02.04 to maintain its books as records so as to reflect that all Securities, cash and Collateral received with respect to a Portfolio are separate from the assets and property of any other Portfolio or client; and
4.02.05 that in no event shall it look to any Securities, Distributions, Collateral or other property of Client, which may be in the Bank’s possession or under its control, or otherwise subject to the Bank’s instruction, to satisfy any claim which it may have against Client which is (1) not specifically provided for herein in connection with making loans of Securities or receiving and liquidating Collateral as provided for herein, (2) related to any transaction between Client and the Bank or any Bank Affiliates which transaction is not specifically covered by this Agreement, or (3) the subject of any dispute or discussion between the Bank and Client such that the amount, if any, owed to the Bank has not been agreed to by Client.
4.03 On the date on which any Transaction is entered into pursuant to a relevant Agreement, and on each day on which Securities, or Equivalent Securities, are to be lent or redelivered under any Transaction, the Bank shall be deemed to repeat all of the foregoing representations.
Representations, Warranties and Covenants of the Bank. The Bank hereby makes the following representations, warranties and covenants:
(a) the Deposit Account has been established as set forth in Section 1 above and the Deposit Account will be maintained in the manner set forth herein until termination of this Agreement. The Bank shall not change the name or account number of the Deposit Account without the prior written consent of the Secured Party;
(b) this Agreement is the valid and legally binding obligation of the Bank; and
(c) the Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Deposit Account and/or any of the funds credited thereto pursuant to which it has agreed to comply with instructions originated by such person. The Bank has not entered into any other agreement with the Debtor or Secured Party purporting to limit or condition the obligation of the Bank to comply with instructions as set forth in Sections 3 and 9 hereof.
Representations, Warranties and Covenants of the Bank. The Bank makes the following representations, warranties and covenants:
