Compliance With Servicing Agreements Sample Clauses

Compliance With Servicing Agreements. (a) Seller has serviced the Mortgage Loans subject to the Servicing Agreements and has kept and maintained complete and accurate books and records in connection therewith, all in accordance with Applicable Requirements, has made all remittances required to be made by it under each Servicing Agreement and is otherwise in compliance in all material respects with all Servicing Agreements and the Applicable Requirements. (b) (i) No early amortization event, servicer default, servicer termination event, event of default or other default or breach has occurred under any Servicing Agreement or any Underlying Document (except with respect to the delinquency or loss performance triggers identified in the Summary Schedules), and (ii) no event has occurred, which with the passage of time or the giving of notice or both would: (A) constitute a material default or breach by Seller under any Servicing Agreement, Underlying Document or under any Applicable Requirement; (B) permit termination, modification or amendment of any such Servicing Agreement or Underlying Document by a third party without the consent of Seller; (C) enable any third party to demand that either Seller or Purchaser either incur any repurchase obligations pursuant to a Servicing Agreement or an Underlying Document or provide indemnification for any amount of losses relating to a breach of a loan representation or warranty; (D) impose on Seller or Purchaser sanctions or penalties in respect of any Servicing Agreement or Underlying Document; or (E) rescind any insurance policy or reduce insurance benefits in respect of any Servicing Agreement or Underlying Document which would result in a material breach or trigger a default of any obligation of Seller under any Servicing Agreement or Underlying Document. (c) There are no agreements currently in place with any subservicers to perform any of Seller’s duties under the Servicing Agreements. (d) Each report and officer’s certification prepared by Seller as servicer pursuant to a Servicing Agreement is true and correct in all material respects. Seller has previously made available to Purchaser a correct and complete description of the policies and procedures used by Seller in connection with servicing the Mortgage Loans related to the Servicing Agreements. (e) In the preceding twelve (12) month period, no Governmental Authority, Investor, Insurer, rating agency, trustee, master servicer or any other party to a Servicing Agreement has provided written notice...
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Compliance With Servicing Agreements. From and after the Option Closing Date, SPS shall service the Mortgage Loans in accordance with the Servicing Requirements, and in compliance with the Consent Order, the Xxxxx Settlement, all consent agreements or similar documents to which SPS is a party with any other federal, state, or local regulatory authority or any other similar agreement, and applicable laws, rules and regulations and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that SPS may deem reasonably necessary or desirable, consistent with the terms of this Agreement and the Servicing Requirements. From and after the Option Closing Date, with respect to the Mortgage Loans, SPS shall apply the Servicing Requirements, consistent with the practices employed by SPS during the six month period prior to the Option Closing Date, unless prohibited by applicable law.
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Compliance With Servicing Agreements. Each Seller will comply with the terms and conditions of the Servicing Agreements to which it is a party, except for where failure to so comply would not have a Material Adverse Effect and would not impair the right, title or interest of Purchaser in any Purchased Assets or impair the collectibility of any Purchased Receivables. Notwithstanding the foregoing, each Seller will notify the Purchaser in writing as soon as practicable upon becoming aware of the occurrence or existence of any Servicer Termination Event or Unmatured Servicer Termination Event under a Designated Servicing Agreement included in the facility hereunder.”
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Compliance With Servicing Agreements. Except for matters which ------------------------------------- will not, in the aggregate, have a Material Adverse Effect on BM, neither BM nor BMM has received notice of a servicing impropriety for any Mortgage Loan in the Mortgage Servicing Portfolio, and each Mortgage Loan serviced by BM or BMM has been properly serviced and accounted for in accordance with the applicable Mortgage Servicing Agreement. To the extent that any applicable Legal Requirement in any jurisdiction or any Investor Requirement requires the payment of interest on escrow accounts by BM or BMM with respect to any particular Mortgage Loan, all such interest has been properly paid. Except for matters which will not, in the aggregate, have a Material Adverse Effect on BM, all amounts payable in respect of a Mortgage Note, Mortgage, or the property covered by a Mortgage which BM or BMM is responsible for paying, directly or on behalf of a mortgagor, have, in all material respects, been paid when due and payable. All pools for which BM or BMM is responsible are in compliance in all material respects with all applicable Investor Requirements, procedures, rules, regulations and guidelines.
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Compliance With Servicing Agreements. (a) Except as set forth in Section 3.22(a) of the Disclosure Schedule, since June 30, 2007, (i) there has been no servicer default, servicer termination event, portfolio trigger or other default or breach by the Sellers under any Servicing Agreement or any Underlying Document with respect to which the Sellers have received written notice, and (ii) no event has occurred, which with the passage of time or the giving of notice or both would: (A) constitute a material default or breach by the Sellers under any such Servicing Agreement, Underlying Document or under any Applicable Requirement; (B) other than any portfolio trigger default under any Servicing Agreement or any Underlying Document listed on Section 3.22(a)(ii)(B) of the Disclosure Schedule, permit termination, modification or amendment of any such Servicing Agreement or Underlying Document by a third party without the consent of the Sellers; (C) enable an Investor or other third party to demand that any Seller either incur any repurchase obligations pursuant to a Servicing Agreement or an Underlying Document or provide indemnification for any amount of losses; (D) impose on any Seller sanctions or penalties in respect of any Servicing Agreement or Underlying Document; or (E) rescind any insurance policy or reduce insurance benefits in respect of any Servicing Agreement or Underlying Document which would result in a material breach or trigger a default of any obligation of either of the Sellers under any Servicing Agreement or Underlying Document. (b) Section 3.22(b) of the Disclosure Schedule indicates, by code reference, which of the Mortgage Loans have been converted into REO Properties as of March 31, 2010.
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Compliance With Servicing Agreements. Each Seller will comply with the terms and conditions of the Servicing Agreements to which it is a party, except for where failure to so comply would not have a Material Adverse Effect and would not impair the right, title or interest of Purchaser in any Purchased Assets or impair the collectibility of any Purchased Receivables.
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Related to Compliance With Servicing Agreements

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreement Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

  • Compliance with Obligations Buyer must have performed and complied with all its covenants and obligations required by this Agreement to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects.

  • Compliance with Leases (i) Make all payments and otherwise perform all material obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled (except, in the case of the Borrower and Subsidiaries of the Borrower only, if in the reasonable business judgment of such Subsidiary it is in its best economic interest not to maintain such lease or prevent such lapse, termination, forfeiture or cancellation and such failure to maintain such lease or prevent such lapse, termination, forfeiture or cancellation is not in respect of a Qualifying Ground Lease or an Operating Lease of an Unencumbered Asset and could not otherwise reasonably be expected to result in a Material Adverse Effect), notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so. (ii) With respect to any Qualifying Ground Lease related to any Unencumbered Asset: (A) pay when due the rent and other amounts due and payable thereunder (subject to applicable cure or grace periods); (B) timely perform and observe all of the material terms, covenants and conditions required to be performed and observed by it as tenant thereunder (subject to applicable cure or grace periods); (C) do all things necessary to preserve and keep unimpaired such Qualifying Ground Lease and its rights thereunder; (D) diligently and continuously enforce the material obligations of the lessor or other obligor thereunder; (E) deliver to the Administrative Agent all default and other material notices received by it or sent by it under the applicable Qualifying Ground Lease; (F) upon the Administrative Agent’s reasonable written request and at reasonable intervals, unless an Event of Default shall have occurred and be continuing, in which case, upon written request at any time, provide to the Administrative Agent any information or materials relating to such Qualifying Ground Lease and evidencing the applicable Subsidiary Guarantor’s due observance and performance of its material obligations thereunder; (G) in connection with the bankruptcy or other insolvency proceedings of any ground lessor or other obligor, ratify the legality, binding effect and enforceability of the applicable Qualifying Ground Lease within the applicable time period therefor in such proceedings, notwithstanding any rejection by such ground lessor or obligor or trustee, custodian or receiver related thereto; (H) at reasonable times and at reasonable intervals, deliver to the Administrative Agent (or, subject to the requirements of the subject Qualifying Ground Lease, cause the applicable lessor or other obligor to deliver to the Administrative Agent), an estoppel certificate and consent agreement in relation to such Qualifying Ground Lease in form and substance reasonably acceptable to the Administrative Agent, in its discretion, and, in the case of the estoppel certificate, setting forth (i) the name of lessee and lessor under the Qualifying Ground Lease (if applicable); (ii) that such Qualifying Ground Lease is in full force and effect and has not been modified except to the extent the Administrative Agent has received notice of such modification; (iii) that no rental and other payments due thereunder are delinquent as of the date of such estoppel; and (iv) whether such Person knows of any actual or alleged defaults or events of default under the applicable Qualifying Ground Lease; provided, that each Loan Party hereby agrees to execute and deliver to the Administrative Agent, within ten (10) days of any request therefor, such documents, instruments, agreements, assignments or other conveyances reasonably requested by the Administrative Agent in connection with or in furtherance of any of the provisions set forth above or the rights granted to the Administrative Agent in connection therewith.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

  • Compliance with ADA The Company and its subsidiaries and each Real Property are currently in compliance with all presently applicable provisions of the Americans with Disabilities Act, as amended, except for any such non-compliance that would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect.

  • Compliance with OFAC None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

  • Compliance with Existing Laws Xxxxxxx, agrees to comply with all federal, state, and municipal laws, rules, and regulations in the performance of this Agreement that are generally applicable to the activities in which the Grantee is engaged in the performance of said contracts.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Compliance with Loan Documents Borrowers will comply in all material respects with any and all covenants and provisions of this Loan Agreement, the Notes and all other of the Loan Documents.

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