Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and warrants as follows:
Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and warrants to Company as follows:
Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo, in its capacity as a Custodian, hereby represents and warrants to the Depositor, the Master Servicer and the Trustee, as of the Closing Date:
(a) Such Custodian is duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by such Custodian or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof.
(b) Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of such Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of such Custodian, enforceable against such Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by such Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of such Custodian and will not result in a material breach of any term or provision of the articles of incorporation or by laws of such Custodian.
Representations and Warranties of Xxxxx Fargo. The representations and warranties set out in this Article V are given hereunder by Xxxxx Fargo to the Fund as of the Effective Date.
Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and warrants to the Trust and to each Secured Party as follows:
Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and warrants with respect to itself, as of the date hereof and as of the Effective Date to the Fund as follows.
Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and warrants as follows:
(a) Xxxxx Fargo is duly organized and validly existing as a national banking association under the laws of the United States and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations as Cap Trustee hereunder.
(b) The execution, delivery and performance of this Agreement by Xxxxx Fargo as Trustee have been duly authorized in the Pooling and Servicing Agreement.
(c) This Agreement has been duly executed and delivered by Xxxxx Fargo as Cap Trustee and the Trustee and is enforceable against Xxxxx Fargo in such capacities in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law).
Representations and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and warrants to, and covenants with, Client as follows:
Representations and Warranties of Xxxxx Fargo. Except as set forth in a confidential disclosure schedule delivered by Xxxxx Fargo to the Company in conjunction with the execution of this Agreement, which identifies exceptions by specific paragraph references (provided that any information set forth in any one section of the Xxxxx Fargo disclosure schedule shall be deemed to apply to each other applicable paragraph or subsection thereof if its relevance to the information called for in such paragraph or subsection is reasonably apparent), Xxxxx Fargo represents and warrants to Company as follows:
Representations and Warranties of Xxxxx Fargo. Except as disclosed in the Xxxxx Fargo disclosure schedule delivered to Norwest concurrently herewith (the "Xxxxx Fargo Disclosure Schedule") Xxxxx Fargo hereby represents and warrants to Norwest as follows: