Additional Obligations of Servicer Sample Clauses

Additional Obligations of Servicer. (a) The Servicer shall not be required to pay without reimbursement (as an Additional Issuer Expense) the fees charged by any Rating Agency (i) in respect of Rating Agency Confirmation or (ii) in connection with any other particular matter, unless the Servicer has failed to use efforts in accordance with the Servicing Standard to collect such fees from the Issuer.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Additional Obligations of Servicer. (a) As soon as practicable following (A) the Servicer’s reasonable determination that an Event of Default has occurred or is likely to occur or (B) the commencement of an Amortization Period as a result of the failure to repay a Component of the Mortgage Loan on or prior to the Anticipated Repayment Date for such Component, the Servicer shall appoint a valuation expert (the “Valuation Expert”) to determine whether or not a Value Reduction Amount exists and if one exists, the amount thereof. The Trustee and the Servicer shall provide any information in their possession, including without limitation all financial statements and reports furnished under the Mortgage Loan Documents and all other information regarding the Mortgage Loan, the Sites, the Tenant Leases and the Site Management Agreements that the Valuation Expert shall reasonably request. In determining the Enterprise Value of the Borrowers, the Valuation Expert will be required to take into consideration (1) the market trading multiples of public tower operators, (2) the valuations achieved in precedent comparable tower acquisition transactions, (3) the estimated cost to replace the Sites and (4) other relevant capital market factors. The Valuation Expert shall set forth its determination in a report. The Servicer shall deliver a copy of the report prepared by the Valuation Expert to the Trustee and each Rating Agency. The fees and costs of the Valuation Expert in preparing its report shall be covered by, and be reimbursable as, a Servicing Advance. Following completion of the report of the Valuation Expert, the Servicer shall determine and report to the Trustee the then applicable Value Reduction Amount, if any, as of the Determination Date immediately following the earlier of the occurrence of an Event of Default and commencement of an Amortization Period, and, for so long as such Event of Default or Amortization Period shall be continuing, on each subsequent Determination Date. On the first Due Date occurring on or after the delivery of the report of the Valuation Expert, and after the earlier of the occurrence of an Event of Default or the commencement of an Amortization Period, the Servicer will be required to apply the Value Reduction Amount based on such report, and on each Due Date thereafter, until such Event of Default or Amortization Period is no longer continuing. If no such report has been delivered within 120 days of (x) the date on which the default occurred under the Mortgage Loan Do...
Sample 1Sample 2See All (4)
Additional Obligations of Servicer. 20 SECTION 2.13. Servicing Transfer Events; Record Keeping. 21 SECTION 2.14. Sub-Servicing Agreements. 21 SECTION 2.15. Servicer and Indenture Trustee to Cooperate. 22 SECTION 2.16. Title to Equity Interests; Specially Serviced Tower Sites. 23 SECTION 2.17. Management of Specially Serviced Tower Sites. 23 SECTION 2.18. Sale of Specially Serviced Tower Site. 24 SECTION 2.19. Maintenance of Insurance by the Servicer. 27 COVENANTS OF INDENTURE TRUSTEE SECTION 3.01. No Amendment of Indenture. 28
Sample 1
Additional Obligations of Servicer. (a) As soon as practicable following the occurrence of an Event of Default, the Servicer shall appoint an independent valuation expert (the “Valuation Expert”) to determine the enterprise value of the Issuers taken as a whole as determined by such Valuation Expert (the “Enterprise Value”), unless a Valuation Expert had previously been appointed and determined the Enterprise Value of the Issuers within the preceding twelve month period and there has been no subsequent material change in the circumstances surrounding the Tower Sites or the Issuers that in the judgment of the Servicer would materially affect the value of the Tower Sites or the Issuers. The Indenture Trustee and the Servicer shall provide any information in their possession, including, without limitation, all financial statements and reports furnished under the Transaction Documents and all other information regarding the Notes, the Tower Sites, the Tenant Leases and the Site Management Agreements that the Valuation Expert shall reasonably request. In determining the Enterprise Value of the Issuers, the Valuation Expert will be required to take into consideration (1) the market trading multiples of public tower operators, (2) the valuations received in precedent comparable tower acquisition transactions, (3) the estimated cost to replace the Tower Sites and (4) other relevant capital markets factors. The Valuation Expert shall set forth its determination in a written report. The Servicer shall deliver a copy of the report prepared by the Valuation Expert to the Indenture Trustee, each Rating Agency and the Controlling Holders Representative. The reasonable fees and out-of-pocket costs incurred by the Valuation Expert in preparing its report shall be covered by the Servicer, and be reimbursable to the Servicer, as a Servicing Advance.
Sample 1
Additional Obligations of Servicer. 101 3.20. Modifications, Waivers, Amendments and Consents................................................................105 3.21. Transfer of Servicing Between Servicer and Special Servicer; Record Keeping....................................108 3.22. Sub-Servicing Agreements.......................................................................................109 3.23. Controlling Class Representative...............................................................................111 3.24. Certain Rights and Powers of the Controlling Class Representative..............................................113 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
Sample 1
Additional Obligations of Servicer. (a) The Servicer shall deliver to the Trustee for deposit in the Distribution Account on each Servicer Remittance Date, without any right of reimbursement therefor, an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with Principal Prepayments received in respect of the Mortgage Pool during the most recently ended Collection Period, and (ii) the total amount of Servicing Fees and Prepayment Interest Excesses received by the Servicer during such Collection Period.
Sample 1
Additional Obligations of Servicer 
Sample 1
AutoNDA by SimpleDocs

Related to Additional Obligations of Servicer

  • Additional Obligations of the Company The Company shall:

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • Additional Obligations of Guarantor It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signatures of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect.

  • Additional Obligation Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

  • No Additional Obligations For clarity, this Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, monitor, prosecute, pay for or offer to pay for (including by offering remuneration to any inventors), defend, enforce or otherwise manage any Intellectual Property, except to the extent expressly set forth herein.

  • Servicing and Subservicing; Enforcement of the Obligations of Servicer (a) The Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer, which may be an affiliate (each, a "subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every subservicing agreement entered into by the Servicer shall contain a provision giving any successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of the each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer.

  • Unconditional Obligations This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Time is Money Join Law Insider Premium to draft better contracts faster.