Common use of Reasonable Steps Clause in Contracts

Reasonable Steps. With respect to each individual employed by Servicer to perform services for Lender, Servicer has taken all commercially reasonable steps: (a) to ensure that such individual has not been convicted of any felony or aggravated misdemeanor and has not been banned from the business of banking; (b) to verify that such individual, if performing services in the United States, is eligible to work in the United States in accordance with all applicable laws; and (c) to ensure that such individual is not on any OFAC List. Servicer has taken all commercially reasonable steps to ensure that no entity to which Servicer subcontracts any work under this Origination Agreement or the Servicing Agreement is on the OFAC List. Neither Servicer, nor any of its owners (including without limitation its shareholders, partners and members, as applicable), is on the OFAC List. Servicer has conducted background checks of each of its personnel who will provide services to Lender under this Origination Agreement or who will have access to any of Lender’s confidential information or intellectual property. Each background check shall be reduced to writing and will be verified by Servicer as having been completed upon request by Lender, or by applicable governmental authority, upon reasonable notice. Servicer further represents and warrants that it shall use reasonable efforts to require all of its Subcontractors who will have access to any of Lender’s confidential information or intellectual property to conduct background checks of each of its personnel, consisting of no less than the minimum standards enumerated within this provision. Servicer’s or Servicer’s Subcontractors’ failure to conduct background checks as set forth in this Section 4.02(a)(xiv) constitutes a breach of the representations, warranties and covenants of Articles IV and V of this Origination Agreement and a material breach of the Servicing Agreement.