Xxxxx Fargo. Xxxxx Fargo Bank, N.A., and its successors and assigns in its capacity as Master Servicer, Trust Administrator or Custodian, or as Servicer of the Xxxxx Fargo Serviced Mortgage Loans, as the case may be, hereunder.
Xxxxx Fargo. The parties expressly acknowledge and consent to Xxxxx Fargo Bank, National Association acting in the possible multiple capacities of the Collateral Custodian, and Account Bank and in the capacity as Administrative Agent. Xxxxx Fargo Bank, National Association may, in such multiple capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict or breach arises from the performance by Xxxxx Fargo Bank, National Association of express duties set forth in Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of gross negligence (other than errors in judgment) and willful misconduct by Xxxxx Fargo Bank, National Association.
Xxxxx Fargo. Xxxxx Fargo Bank, N.A. or any successor in interest, in its capacity as a Servicer.
Xxxxx Fargo. Xxxxx Fargo Home Mortgage, Inc., a California corporation, and its successors and assigns.
Xxxxx Fargo. Xxxxx Fargo Bank, N.A. and its successors and assigns.
Xxxxx Fargo. The parties expressly acknowledge and consent to Xxxxx Fargo acting in the multiple capacities of Administrative Agent, Collateral Agent and Depositary. Xxxxx Fargo may, in such multiple capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict or breach arises from the performance by Xxxxx Fargo of express duties set forth in the Financing Documents in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Xxxxx Fargo.
Xxxxx Fargo. Xxxxx Fargo Home Mortgage, Inc., a California corporation, and its successors and assigns, in its capacity as Servicer of the Xxxxx Fargo Serviced Mortgage Loans. Xxxxx Fargo AAR: That certain Assignment, Assumption and Recognition Agreement dated as of February 25, 2003 by and among the Transferor, Bank of America and Xxxxx Fargo.
Xxxxx Fargo. Xxxxx Fargo represents and warrants to KMC that:
(a) it is a company duly incorporated, validly existing and registered under the laws of Ireland, capable of being sued in its own right and not subject to any immunity from any proceedings, and it has the power to own its property and assets and to carry on its business as it is being conducted;
(b) it has the power to enter into, perform and deliver, and has taken all necessary corporate and other action to carry on its business as it is now being conducted and to authorise the execution, delivery and performance by it of this Agreement, and this Agreement has been duly executed and delivered by it;
(c) the individual executing this Agreement on its behalf has been duly empowered by that party to so execute and that all necessary action to authorise execution of this Agreement by such signatory has been taken by that party;
(d) the obligations expressed to be assumed by it under this Agreement are legal and valid obligations binding on it and enforceable against it in accordance with their terms;
(e) the execution by it of this Agreement and the exercise by it of its rights and the performance of its obligations hereunder will not:
(i) conflict with any document which is binding upon it or any of its assets; or
(ii) conflict with its constitutional documents; or
(iii) conflict with any applicable law, regulation or official or judicial order of any government, governmental body or court, domestic or foreign, having jurisdiction over it;
(f) it is not a party to any material litigation, arbitration or administrative proceedings and, to its knowledge, no material litigation, arbitration or administrative proceedings are pending or threatened against it which might adversely affect in any material respect its ability to perform its obligations under this Agreement;
(g) all governmental consents, licences and other approvals and authorisations required in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Agreement have been obtained or effected (as appropriate) and are in full force and effect;
(h) no Xxxxx Fargo Termination Event or Insolvency Event has occurred and is continuing in respect of it;
(i) it has made all proper inquiries to ascertain and to verify the foregoing; and
(j) it has the expertise, systems and procedures, as appropriate, available to it either directly or indirectly, (as contemplated by Clause 5 (Subcontracting)) to c...
Xxxxx Fargo. Please confirm that this the person and address to whom notices should be sent. The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the proposed date of the requested Continuation, and after giving effect to such Continuation, no Default or Event of Default exists or will exist, and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents.
Xxxxx Fargo. 68 Section 1.02.
