Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to Continental, the Investors, the Escrow Agent and the Pass Through Trustee as follows:
(i) it is a Delaware banking company duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement;
(v) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and
(vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purp...
Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants that:
Representations and Warranties of the Paying Agent. (a) The Paying Agent hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer and the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that:
(i) The Paying Agent is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws thereof;
(ii) The execution and delivery of this Agreement by the Paying Agent, and the performance and compliance with the terms of this Agreement by the Paying Agent, will not violate the Paying Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;
(iii) The Paying Agent has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Paying Agent, enforceable against the Paying Agent in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(v) The Paying Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Paying Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Paying Agent to perform its obligations under this Agreement or the financial condition of the Paying Agent; and
(vi) No litigation is pending or, to the best of the Paying Agent's knowledge, threatened against the Paying Agent which would prohibit the Paying...
Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to Continental, the Investors, the Escrow Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation;
Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to United, the Investors, the Escrow Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; Escrow Agreement 2014-1B
Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to Atlas, the Investors, the Escrow Agent and the Pass Through Trustee as follows:
(i) it is a Delaware banking company duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation;
Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to Hawaiian, the Investors, the Escrow Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation;
Representations and Warranties of the Paying Agent. The Paying Agent hereby represents and warrants for the benefit of the Trust Sponsor that:
(a) the Paying Agent has full power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement;
(b) this Trust Agreement has been duly executed and delivered by the Paying Agent and constitutes the legal, valid and binding agreement of the Paying Agent enforceable against the Paying Agent in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity;
(c) the execution, delivery and performance of this Trust Agreement does not violate any applicable law, governmental rule or regulation governing the Paying Agent; and
(d) to the knowledge of the Paying Agent there are no proceedings pending or threatened against or affecting the Paying Agent or any material portion of its property in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Paying Agent, as the case may be, to enter into or perform its obligations under this Trust Agreement.
Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to the Fund that the Paying Agent is duly organized and is validly existing as a banking corporation under the laws of the State of New York and has the power to enter into and perform its obligations under this Agreement. ARTICLE SIX THE PAYING AGENT
Representations and Warranties of the Paying Agent
