Implementation Schedule TIME IS OF THE ESSENCE with regard to all dates and time periods set forth and/or incorporated herein. Any material modification or deviation from an approved schedule described in this Agreement shall occur only upon approval of the City and RDA, with any such approvals required to be in writing as an amendment to this Agreement, and which approvals shall not be unreasonably withheld. City shall cooperate and act promptly with respect to any and all permits or approvals necessary for completion of the Project. Notwithstanding the above, this Agreement shall not limit the discretion of the City, or any of its duly appointed and authorized governing bodies, boards or entities, in approving or rejecting any aspect of the Project or improvements contemplated on or about the Property.
Exhibit H Transfer Affidavit........................................... Exhibit I: Form of Transferor Certificate............................... Exhibit J: Form of Investment Letter (Non-Rule 144A).................... Exhibit K: Form of Rule 144A Letter..................................... Exhibit L: Form of Request for Release.................................. THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2002, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the "Depositor"), UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the "Transferor"), WELLS FARGO BANK MINNESOTA, N.A., a national banking association, as maxxxx servicer (the "Master Servicer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").
Attachment A, Scope of Services The scope of services is amended as follows:
Exhibit C Litigating Subdivisions List12
Service Level Agreements If a Service or a Plan includes a Service Level Agreement (SLA):
Exhibit E Contractor agrees to maintain business records documenting its compliance with the HSP and to submit a monthly compliance report to University in the format required by the Statewide Procurement and Statewide Support Services Division of the Texas Comptroller of Public Accounts or successor entity (collectively, SPSS). Submission of compliance reports will be required as a condition for payment under this Agreement. If University determines that Contractor has failed to subcontract as set out in the HSP, University will notify Contractor of any deficiencies and give Contractor an opportunity to submit documentation and explain why the failure to comply with the HSP should not be attributed to a lack of good faith effort by Contractor. If University determines that Contractor failed to implement the HSP in good faith, University, in addition to any other remedies, may report nonperformance to the SPSS in accordance with 34 TAC §§20.285(g)(5), 20.585 and 20.586. University may also revoke this Agreement for breach and make a claim against Contractor.
Topic Description Licensee Responsibilities Licensee must: Take appropriate steps to ensure the security, integrity, and confidentiality of Confidential Information and must comply with all relevant applicable laws and regulations, including laws protecting borrower privacy. Not disclose Confidential Information to third parties, without Xxxxxx Mae’s prior written approval, except on a need‐to‐know basis to Licensee’s partners, Topic Description affiliates, officers, employees, directors, contractors, counsels, agents or representatives, provided they are subject to confidentiality obligations at least as stringent as those set forth in this Section A3. Not use Confidential Information in any way that could be viewed as a conflict of interest, a breach of confidentiality or privacy, or the gaining of an unfair advantage from the relationship with Xxxxxx Xxx. Implement commercially reasonable measures meeting or exceeding industry standards to ensure the security, integrity, and confidentiality of Confidential Information, including using industry‐standard encryption for data in transit and virus checking programs designed to prevent the transmission and receipt of viruses and other malicious code, implementing appropriate disaster recovery and back‐up procedures, implementing appropriate procedures to prevent disclosure of data and other materials to a party other than the intended recipient, and employing methods for securely disposing or destroying such information. These measures must meet, at least, the same level of protection that the Receiving Party seeks for its own information of a similar nature. Licensee must collaborate with Xxxxxx Mae in assessing the sufficiency of these measures and Licensee’s information security program, upon reasonable request. Instruct its Related Parties who may receive Confidential Information about the requirements of this Section A3, and the processes and procedures necessary to comply with them. Comply with all reasonable security policies and procedures required by Xxxxxx Xxx related to the access and use of Xxxxxx Mae’s systems or any Licensed Materials. Not transmit to Xxxxxx Mae’s systems any materials that contain bugs, viruses, worms or other functions, routines, devices or instructions which may create any unauthorized access or damage to, or interruption in the functioning of, the Licensed Application or Xxxxxx Mae’s systems. Restrictive Legends Licensee must abide by and reproduce and include any restrictive legend or proprietary rights notice that appears in or on any Confidential Information of Xxxxxx Xxx or any Third‐Party Licensor (or other third‐party owner) that it is authorized to reproduce. Licensee also agrees that it will not remove, alter, cover or distort any trademark, trade name, copyright or other proprietary rights notices, legends, symbols or labels appearing on or in any Confidential Information of Xxxxxx Mae or any Third‐Party Licensor (or other third‐party owner). Required Actions in Case of Data Breach Licensee must address any Data Breach with prompt and effective corrective action, including cooperation with Xxxxxx Xxx in the investigation and remediation of such Data Breach, as well as prompt disclosure and notification where legally required; and Licensee must promptly notify Xxxxxx Mae of any Data Breach in writing ‐‐ at xxxxxxx_xxxxxxxxxxxx@xxxxxxxxx.xxx ‐‐ and must take all steps reasonably requested by Xxxxxx Xxx to mitigate the consequences of such Data Breach.
Exhibit B Exhibit B is hereby deleted in its entirety and is substituted with the revised Exhibit B, attached hereto.
Development of Common Reporting and Exchange Model The Parties are committed to working with Partner Jurisdictions and the Organisation for Economic Co- operation and Development on adapting the terms of this Agreement and other agreements between the United States and Partner Jurisdictions to a common model for automatic exchange of information, including the development of reporting and due diligence standards for financial institutions.
Service Level Agreement Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.
