Lender’s Representations and Warranties. Lender makes the following warranties and representations to CSO, all of which shall survive the execution and termination of this Agreement for any reason:
a. This Agreement is valid, binding and enforceable against Lender in accordance with its terms and Lender has received all necessary organizational approvals to enter into this Agreement and to perform its obligations hereunder. Except for Lender’s registration described below, Lender is not required to obtain the approval of, or be licensed by, any Regulatory Authority to lawfully perform its obligations hereunder.
b. Lender is a limited liability company duly formed, validly existing, and in full force and effect under the laws of the State of Ohio and is authorized and registered to do business in Ohio and in each other state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. Lender is registered under the Ohio Second Mortgage Loan Law (Ohio Revised Code §§ 1321.51-.60) and will remain so registered throughout the term of this Agreement.
c. Lender is not affiliated with CSO or any affiliate of CSO.
d. Lender has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.
e. The provisions of this Agreement and the performance of each of Lender’s obligations hereunder do not conflict with Lender’s Articles of Organization, Operating Agreement, or any agreement, contract, lease, or obligation to which Lender is a party or by which Lender is bound.
f. Neither Lender nor any principal thereof has been or is the subject of any of the following:
i. Criminal conviction (other than misdemeanor traffic offenses);
ii. IRS lien;
iii. Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;
iv. Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or
v. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud o...
Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:
(a) The Lender is acquiring the shares for Lender's own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares.
(b) The Lender acknowledges its understanding that the issuance of the shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder.
(c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company.
(d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).
(e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actions.
(f) The Lender represents, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares or underlying securities are restricted by the provisions of state securities laws.
(g) The Lender has not transferred or a...
Lender’s Representations and Warranties. Each Lender represents and warrants to Borrower that:
Lender’s Representations and Warranties. Each Lender represents and warrants to the Australian Loan Parties that, if it received an invitation under paragraph (a)(i) above, at the time it received the invitation it was not an Offshore Associate of the Australian Loan Parties and it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.
Lender’s Representations and Warranties. As a material inducement to the Company to enter into this Agreement and consummate the Exchange, Lender represents, warrants and covenants with and to the Company as follows:
Lender’s Representations and Warranties. Each Lender severally represents and warrants to each of the other Parties hereto, as of the date hereof and as of the Delivery Date that:
(i) it is acquiring its Notes in the ordinary course of its commercial banking business and it has no present intention of distributing or reselling any interest to be acquired by it hereunder or under any of the other Operative Documents or any part thereof in violation of the Securities Act of 1933, as amended; and
(ii) no part of the funds to be used by it to purchase or fund, as the case may be, its Notes or its interest under any of the Operative Documents constitutes plan assets of an employee benefit plan which is subject to ERISA and/or subject to Section 4975 of the United States Internal Revenue Code of 1986, as amended. As used in this Section 7(b)(ii), the term "plan assets" shall have the meaning assigned to such term under ERISA and the regulations promulgated thereunder.
Lender’s Representations and Warranties. Lender hereby represents, warrants and covenants to Participant and Facility Agent as follows:
(a) Any information furnished by Lender to the Participant, or the Participant's agents with respect to a FFELP Loan is true, complete and correct.
(b) The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Eligible Lender Trustee or the Participant as assignee thereof. Lender shall have taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation Certificate, be more than 60 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits Lender to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Lender, the terms of which have been fully described in detail and in writing to the Participant.
(c) Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms.
(d) Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan.
(e) Lender or Eligible Lender Trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lender" under the Higher Education Act, and Lender has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act.
(f) Lender (and the Eligible Lender Trustee, if applica...
Lender’s Representations and Warranties. The Lender represents and warrants to the Borrower that it is and, at the time of Financial Close it will be, carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets for the purposes of section 128F(3)(a)(i) of the Tax Act.
Lender’s Representations and Warranties. Each Lender represents and warrants (severally and not jointly) with respect to only itself that:
Lender’s Representations and Warranties. Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower in connection with the Advances hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and the Collateral. The Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Advances or at any time or times thereafter, and the Collateral Agent shall have no responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.
