Adherence to Servicing Standards Sample Clauses

Adherence to Servicing Standards. Unless otherwise consented to by the Administrative Agent and the Administrator (the following collectively, the “Servicing Standards”): (i) the Servicer shall continue to make Advances and seek reimbursement of Advances and payment of Deferred Servicing Fees in accordance with the terms of the related Designated Servicing Agreement; (ii) to the extent permitted by the related Designated Servicing Agreement, the Servicer shall apply all Advance Reimbursement Amounts on a “first-in, first out” or “FIFO” basis such that the Advances of a particular type that were disbursed first in time or the Deferred Servicing Fees of a particular type that were accrued first in time will be reimbursed or paid prior to the Advances of the same type with respect to that Mortgage Loan that were disbursed later in time or the Deferred Servicing Fees with respect to that Mortgage Loan that were accrued later in time; (iii) the Servicer shall identify on its systems and in its records that the Issuer is the owner of each Receivable and that such Receivable has been pledged to the Indenture Trustee; (iv) the Servicer shall maintain systems and operating procedures necessary to comply with all of the terms of the Transaction Documents; (v) the Servicer shall cooperate with the Indenture Trustee acting as Calculation Agent in its duties set forth in the Transaction Documents; (vi) the Servicer shall cooperate with the Verification Agent in its duties set forth in the Transaction Documents; (vii) the Servicer shall maintain, or cause to be maintained, accurate records with respect to the Mortgage Loans in each Mortgage Pool reflecting the status of all Judicial P&I Advances, Non-Judicial P&I Advances, Judicial Corporate Advances, Non-Judicial Corporate Advances, Judicial Escrow Advances, Non-Judicial Escrow Advances, Judicial Deferred Servicing Fees and Non-Judicial Deferred Servicing Fees for such Mortgage Pool, including the cumulative recoveries related to such P&I Advances, Corporate Advances, Escrow Advances and Deferred Servicing Fees; and (viii) the Servicer shall service all Mortgage Loans related to all Mortgage Pools in accordance with the terms of the related Servicing Agreement without regard to any ownership of any securities issued by the related Mortgage Pool. Notwithstanding the foregoing or anything otherwise herein to the contrary, any Subservicer may perform any of the tasks or duties described above, herein or otherwise under any applicable Designated Servicing ...
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Adherence to Servicing Standards. The Servicer shall comply at all times with the following (collectively, the “Servicing Standards”):
Sample 1See All (4)
Adherence to Servicing Standards. Unless otherwise consented to by the Administrative Agent and the Administrator (the following collectively, the “Servicing Standards”): (i) the Servicer shall cooperate with the Indenture Trustee acting as Calculation Agent in its duties set forth in the Transaction Documents; (ii) the Servicer shall cooperate with the Verification Agent in its duties set forth in the Transaction Documents; and (iii) the Servicer shall service all Mortgage Loans related to all Mortgage Pools without regard to ownership by the Servicer or its Affiliates of any securities issued by the related Mortgage Pool. Notwithstanding the foregoing or anything otherwise herein to the contrary, any Subservicer may perform any of the tasks or duties described above, herein or otherwise under any applicable Designated Servicing Agreement so long as the Administrative Agent shall have consented to the related subservicing arrangement in its sole and absolute discretion.
Sample 1Sample 2
Adherence to Servicing Standards. Unless otherwise consented to by the Administrative Agent and the Administrator (the following collectively, the “Servicing Standards”): (i) the Servicer shall cooperate with the Indenture Trustee acting as Calculation Agent in its duties set forth in the Transaction Documents; (ii) the Servicer shall cooperate with the Advance Verification Agent, the MSR Valuation Agent and the Credit Manager with respect to its duties set forth in the Transaction Documents; and (iii) the Servicer shall service all Mortgage Loans related to all Mortgage Pools without regard to ownership by PLS or its Affiliates of any securities issued by the related Mortgage Pool.
Sample 1
Adherence to Servicing Standards. Unless otherwise consented to in writing by the Administrative Agent and the Administrator, the Servicer shall comply at all times with the following (collectively, the “Servicing Standards”): (i) the Servicer shall continue to make Advances and seek reimbursement of Advances in accordance with the terms of the related Designated Servicing Contract; (ii) to the extent permitted by the Freddie Mac Guide, the Servicer shall apply all Advance Reimbursement Amounts on a “first-in, first out” or “FIFO” basis such that the Advances of a particular type that were disbursed first in time will be reimbursed prior to the Advances of the same type with respect to that Mortgage Loan that were disbursed later in time; (iii) the Servicer shall identify on its systems and in its records that the Issuer as the owner of each Receivable and that such Receivable has been pledged to the Indenture Trustee; (iv) the Servicer shall maintain systems and operating procedures necessary to comply with all of the terms of the Transaction Documents; (v) the Servicer shall cooperate with the Indenture Trustee acting as Calculation Agent in its duties set forth in the Transaction Documents; and (vi) the Servicer shall make all Advances within the time period required under the related Designated Servicing Contract, unless such failure to make any Advances results from inadvertence and is remedied on or prior to the related distribution date for the related Pool.
Sample 1
Adherence to Servicing Standards. Unless otherwise consented to by the Administrative Agent and the Administrator: (i) the Servicer shall cooperate with the Indenture Trustee acting as Calculation Agent in its duties set forth in the Transaction Documents; (ii) the Servicer shall cooperate with the Advance Verification Agent, the MSR Valuation Agent and the Credit Manager with respect to its duties set forth in the Transaction Documents; and (iii) the Servicer shall service all Mortgage Loans related to all Mortgage Pools without regard to ownership by NSM or its Affiliates of any securities issued by the related Mortgage Pool.
Sample 1

Related to Adherence to Servicing Standards

  • Adherence to Standards For purposes of clarity, consistency, and ease of understanding, the State, as an acquiring agency of private property for public use, has adopted standards and formats for right-of-way mapping which have proven to facilitate the processes of negotiation, appraisal, relocation assistance, and condemnation. The Engineer’s Surveyor shall adhere to these standards and formats to every extent possible to ensure that the needs of the State are met.

  • OMB Standards Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40−48.

  • Operating Standards (A) Distributor and its Dealer(s) shall conduct the operation of their respective businesses related to the resale of the Product(s) in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor and its Dealer(s) shall, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements” which Distributor acknowledges have been received and reviewed by Distributor. Furthermore, without limiting any provision to the contrary herein, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”). The CTE Program provides that each Station meets the established Commitment to Excellence Requirements which consists of requirements from each of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion. (B) Distributor and its Dealer(s) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s). (C) Subject to Paragraph 12 of this Agreement, Distributor and its Dealer(s) shall continuously offer at least three grades of “Valero” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as required by VMSC, including but not limited, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) VMSC may inspect or review compliance by Distributor and its Dealer(s) with the requirements of this Paragraph 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visits. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the Station. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must have access to it in order to operate the Station(s). Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph 8 is a material and important part of the consideration for this Agreement.

  • Penalties for Non-compliance to Service Level Agreement Where the Supplier/Service Provider fails to deliver the Goods/Services within the agreed and accepted milestone timelines and provided that the cause of the delay was not due to a fault of Transnet, penalties shall be imposed at …………………………………………………… .

  • Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors of the General Partner determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors of the General Partner acted in good faith, and in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement. (b) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, or such Affiliates causing it to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership, unless the context otherwise requires. (c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled to make such determination or to take or decline to take such other action free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner, and the General Partner, or such Affiliates causing it to do so, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. By way of illustration and not of limitation, whenever the phrase, “at the option of the General Partner,” or some variation of that phrase, is used in this Agreement, it indicates that the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in its individual capacity. (d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be at its option. (e) Except as expressly set forth in this Agreement, neither the General Partner nor any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Indemnitee. (f) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

  • Policies, Guidelines, Directives and Standards Either the Funder or the Ministry will give the HSP Notice of any amendments to the manuals, guidelines or policies identified in Schedule C. An amendment will be effective in accordance with the terms of the amendment. By signing a copy of this Agreement the HSP acknowledges that it has a copy of the documents identified in Schedule C.

  • Government Standards The Contractor shall ensure that all items and services proposed conform to all local, State and Federal law concerning safety (OSHA and NOSHA) and environmental control (EPA and Bureau County Pollution Regulations) and any other enacted ordinance, code, law or regulation. The Contractor shall be responsible for all costs incurred for compliance with any such possible ordinance, code, law or regulation. No time extensions shall be granted or financial consideration given to the Contractor for time or monies lost due to violations of any such ordinance, code, law or regulations that may occur.

  • Procurement Standards For projects being managed by the Local Government and on the State highway system or that include state funding, the Local Government must obtain approval from the State for its proposed procurement procedure for the selection of a professional services provider, a contractor for a construction or maintenance project, or a materials provider.

  • COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).

  • Compliance with Standards Although the standards for workmanship, material, and equipment have been selected in these specifications as a basis of reference, standards and specifications of the other bank member countries and recommendations of standards international organizations will be acceptable provided they are substantially equivalent to the designated standards and provided furthermore that the contractor submits for approval detailed specifications which he proposes to use. Reference to brand names or catalog numbers if any in these specifications have been made only for that equipment for which it has been determined that a degree of standardization is necessary to maintain certain essential features. And in certain cases such references have also been made for purposes of convenience to specify the requirements, in either case offers of alternative goods, which have similar characteristics and provide performance and quality at lease equal to those specified are acceptable. If the contractor offers materials, equipment, design calculations or tests, which conform to standards other than those specified, full details of the differences between the proposed standards and that specified in so far as they affect the design or purpose of the equipment, are to be supplied by the contractor if called upon to do so by the engineer, where required by the engineer for approval purposes, the contractor shall supply, without charge, duplicate copies of the proposed standards with English translations of the relevant portions. The contractor shall have available in his place of business (or in his supplier’s works) the relevant copies of standards or codes used for the use of the Engineer.

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