Miscellaneous Provisions Clause Samples

Miscellaneous Provisions. Section 12.01

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date, both before and after giving effect to this Second Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date, both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 4. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent. 5. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 6. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby. 7. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which in the case of the condition described in clause (ii) below may be satisfied concurrently with the occurrence of such date): (i) the Borrow...

Miscellaneous Provisions. 20 Section 8.1 Amendment............................................................20 Section 8.2 GOVERNING LAW........................................................20 Section 8.3 Notices..............................................................20

Miscellaneous Provisions. A. This Agreement shall constitute the full and complete commitments and understanding between the parties hereto and may be altered, changed, added to, deleted from, or modified only in accordance with the provisions of Article 17 herein. B. Any individual contract between the Board and an individual teacher, heretofore executed, shall be subject to and consistent with the terms and conditions of the Agreement. If an individual contract contains any language inconsistent with this Agreement, the language in this Agreement shall be controlling, except as prohibited by 2011 PA 102-103. C. This Agreement shall supersede any rules, regulations, or practices of the Board and the Association which shall be contrary to or inconsistent with its terms, except as prohibited by 2011 PA 102-103. D. If any provision of this Agreement or any application of the Agreement to any employee or group of employees shall be contrary to law, then such provision or application shall not be deemed valid and subsisting except to the extent permitted by law, but all other provisions or applications shall continue in full force and effect. E. Copies of this Agreement titled “AGREEMENT BETWEEN THE ▇▇▇▇▇▇▇ BOARD OF EDUCATION – THE GAYLORD EDUCATION ASSOCIATION” shall be printed at the expense of the Board within thirty (30) days after the Agreement is signed and a sufficient number of copies shall be presented to the Association for distribution to all teachers now employed. The Board will provide a copy to all teachers hereafter employed. F. The school year shall be completed between the week prior to Labor Day and the second Friday in June (calendar adjustments may be necessary if the district is required by law to make up days/hours). Additional in-service/professional development days in addition to those scheduled outside the school calendar may be scheduled outside the school year or during the school year at the discretion of the Board. The days may be targeted towards a specific group or the entire staff and may be scheduled on Saturdays, vacations, etc. In any case, the involvement of teachers in in-service/professional development days shall be voluntary. Compensation will be at the Schedule B rate. No more than 185 days will be scheduled for teachers, no more than 182 for students. Teachers will not be required to report when school is closed by storm or road conditions. If required by law, the district may reschedule the minimum number of days/hours necessary to meet the d...

Miscellaneous Provisions. Section 9.01 Successor to the Special Servicer. 52 Section 9.02 Costs. 54 Section 9.03 Protection of Confidential Information. 54 Section 9.04 Notices. 54 Section 9.05 Severability Clause. 56 Section 9.06 No Personal Solicitation. 56 Section 9.07 Counterparts. 56 Section 9.08 Place of Delivery and Governing Law. 57 Section 9.09 Further Agreements. 57 Section 9.10 Intention of the Parties. 57 Section 9.11 Successors and Assigns; Assignment of Special Servicing Agreement. 57 Section 9.12 Assignment by the Seller. 57 Section 9.13 Amendment. 57 Section 9.14 Waivers. 58 Section 9.15 Exhibits. 58 Section 9.16 Intended Third Party Beneficiaries. 58 Section 9.17 General Interpretive Principles. 58 Section 9.18 Reproduction of Documents. 59 EXHIBIT A FORM OF NOTICE OF TRANSFER EXHIBIT B CUSTODIAL ACCOUNT CERTIFICATION NOTICE EXHIBIT C ESCROW ACCOUNT CERTIFICATION NOTICE EXHIBIT D-1 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT D-2 STANDARD MONTHLY DEFAULTED LOAN REPORT EXHIBIT E [SERIES NO.] TRUST AGREEMENT EXHIBIT F RESERVED EXHIBIT G FORM OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER BY THE SPECIAL SERVICER EXHIBIT H FORM OF POWER OF ATTORNEY EXHIBIT I TRANSFER INSTRUCTIONS EXHIBIT J FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE EXHIBIT K TRANSACTION PARTIES EXHIBIT L FORM OF ANNUAL OFFICER’S CERTIFICATE This SPECIAL SERVICING AGREEMENT (this “Agreement”), entered into as of the [___] day of [_______], 200[_], by and among ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., a Delaware corporation (the “Seller”), [SPECIAL SERVICER], a [FORM OF ENTITY] (the “Special Servicer” or “[SPECIAL SERVICER]”) and AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), and acknowledged by [TRUSTEE], as trustee (the “Trustee”) STRUCTURED ASSET SECURITIES CORPORATION, as Depositor (the “Depositor”) under the Trust Agreement (as defined herein), recites and provides as follows:

Miscellaneous Provisions. Section 11.01 Amendment.................................................... Section 11.02

Miscellaneous Provisions. In performance of this Agreement, Vendor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. Vendor shall solely bear the costs of permits and other relevant costs required in the performance of this Agreement. Neither this Agreement nor any appendix may be modified or amended except by the mutual written agreement of the parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Vendor covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Vendor further covenants, to its knowledge and ability, that in the performance of said services no person having any such interest shall be employed. Vendor acknowledges that Delaware has an obligation to ensure that public funds are not used to subsidize private discrimination. Vendor recognizes that if they refuse to hire or do business with an individual or company due to reasons of race, color, gender, ethnicity, disability, national origin, age, or any other protected status, Delaware may declare Vendor in breach of the Agreement, terminate the Agreement, and designate Vendor as non-responsible. Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, or a percentage, brokerage or contingent fee. For breach or violation of this warranty, Delaware shall have the right to annul this contract without liability or at its discretion deduct from the contract price or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. This Agreement was drafted with the joint participation of both parties and shall be construed neither against nor in favor of either, but rather in accordance with the fair meaning thereof. Vendor shall maintain all public records, as defined by 29 Del. C. ' 502(1), relating to this Agreement and...

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncur...

Miscellaneous Provisions. Section 10.01 Amendment.................................................... Section 10.02 Recordation of Agreement; Counterparts....................... Section 10.03