Common use of Security Covenants Clause in Contracts

Security Covenants. (a) Seller shall comply with, perform, and discharge each and every obligation, covenant, condition, duty, and agreement contained in any applicable Purchase Commitments that are to be performed by Seller. (b) Without Buyer’s prior written consent, Seller shall not waive, excuse, condone, forgive, or in any manner release or discharge any party to any agreement with Seller from the obligations, covenants, conditions, or duties contained in any such agreement or amend, modify, or otherwise change, terminate, or assign any agreement or agree to do any of the foregoing, if (in any case) a consequence of doing so could be to materially and adversely affect Seller’s condition (financial or otherwise) or to materially and adversely affect the value of any of the Purchased Assets or Buyer’s security interest in any of the Purchased Assets. (c) At Seller’s sole cost and expense, Seller will promptly and diligently exercise each and every material right that Seller may have under any of the Purchased Mortgage Loans and will appear in and defend in good faith any action or proceeding arising under, growing out of, or in any manner connected with Seller’s obligations, covenants, conditions, duties, agreements, or liabilities under or in respect of any of the Purchased Mortgage Loans. (d) Each Purchased Mortgage Loan subject to a Transaction shall be closed in accordance with best industry practices and all Applicable Requirements. Seller acknowledges and agrees that it shall be liable to Buyer for any acts or omissions of any Settlement Agent that cause Buyer to incur any loss or expense (including, without limitation, attorneys’ fees).

Security Covenants. (a) Seller shall comply with, perform, and discharge each and every obligation, covenant, condition, duty, and agreement contained in any applicable Purchase Commitments that are to be performed by Seller. (b) Without BuyerAdministrative Agent’s prior written consent, Seller shall not waive, excuse, condone, forgive, or in any manner release or discharge any party to any agreement with Seller from the obligations, covenants, conditions, or duties contained in any such agreement or amend, modify, or otherwise change, terminate, or assign any agreement or agree to do any of the foregoing, if (in any case) a consequence of doing so could be to materially and adversely affect Seller’s condition (financial or otherwise) or to materially and adversely affect the value of any of the Purchased Assets or BuyerAdministrative Agent’s security interest in any of the Purchased Assets. (c) At Seller’s sole cost and expense, Seller will promptly and diligently exercise each and every material right that Seller may have under any of the Purchased Mortgage Loans and will appear in and defend in good faith any action or proceeding arising under, growing out of, or in any manner connected with Seller’s obligations, covenants, conditions, duties, agreements, or liabilities under or in respect of any of the Purchased Mortgage Loans. (d) Each Purchased Mortgage Loan subject to a Transaction shall be closed in accordance with best industry practices and all Applicable Requirements. Seller acknowledges and agrees that it shall be liable to Buyer Administrative Agent for any acts or omissions of any Settlement Agent Party that cause Buyer Administrative Agent to incur any loss or expense (including, without limitation, attorneys’ fees).