Fairway Agent definition
Examples of Fairway Agent in a sentence
The Fairway Agent may, upon five (5) days' notice to the Seller, and Fairway, and the Fairway Agent will, upon the direction of Fairway (other than the Fairway Agent, in its individual capacity) resign as Fairway Agent.
The Fairway Agent may execute any of its duties under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
This Agreement shall be binding on and inure to the benefit of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent, each Securitization Agent and ACS and their respective successors and assigns.
In the event that all obligations secured by the Fairway Assets shall have been paid in full and the Fairway Documents and liens created thereunder shall have been terminated or released, then the Fairway Agent shall promptly notify the other parties hereto and the Lockbox Servicer, and the Fairway Agent shall no longer have any rights or obligations hereunder with respect thereto.
In performing its functions and duties hereunder and under the other Transaction Documents, the Fairway Agent shall act solely as agent for Fairway and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of the Seller's or the Servicer's successors or assigns.
The appointment and authority of the Fairway Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids.
Fairway expressly acknowledges that neither the Fairway Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Fairway Agent hereafter taken, including, without limitation, any review of the affairs of the Seller or the Servicer, shall be deemed to constitute any representation or warranty by the Fairway Agent.
The Fairway Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Seller or any Affiliate of the Seller as though the Fairway Agent were not the Fairway Agent hereunder.
The Fairway Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of Fairway, and such request and any action taken or failure to act pursuant thereto shall be binding upon Fairway.
If for any reason no successor Fairway Agent is appointed by Fairway during such five (5) day period, then effective upon the termination of such five (5) day period, and the Seller shall make all payments in respect of the Aggregate Unpaids directly to Fairway, and for all purposes shall deal directly with Fairway.