SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: (a) all employees on the Work and all other persons who may be affected thereby; (b) all the Work and all materials and equipment to be incorporated therein, whether in storage on or off-the site, under the care; custody or control of the Contractor or any of his Subcontractors or Sub-subcontractors; and (c) other property at the site or adjacent thereto, including trees, shrubs; lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent utilities. 10.2.4 When the use or storage of explosives or other hazardous materials or equipment is necessary for the execution of the Work, the Contractor shall: (1) exercise the utmost care and shall carry on such activities under the supervision of properly qualified personnel; and (2) give the State notice, in writing, seven (7) days in advance of the planned activity of the Contractor’s intent to store and/ or use explosives or other hazardous materials or equipment on the project site. 10.2.5 When the project involves the placement or replacement of roofing systems of all types on State- owned buildings, including flat, low-pitched and steep roofs, Contractor must comply with all requirements of the latest edition of VOSHA Safety and Health Standards for Construction (29 CFR 1926) including, but not limited to, Subpart M – Fall Protection. Prior to execution of a contract by BGS, contractors engaged in placement or replacement of roofing systems of all types must submit a signed certification statement attesting to their intention to comply with VOSHA Fall Protection Regulations. Such certification shall be submitted on a State-provided form along with proof of insurance. 10.2.6 The Contractor shall promptly remedy all damage or loss (consistent with Contractor’s obligations described in Attachment C) to any property referred to in Clauses 10.2.1(b) and 10.2.1(c) of these General Conditions caused in whole or in part by the Contractor, any 10.2.7 The Contractor shall designate a responsible member of his organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the State and the Architect. 10.2.8 The Contractor shall not load or permit any part of the Work to be loaded so as to endanger its safety.
RATIFICATION OF PERFECTION CERTIFICATE Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of June 13, 2002 between Borrower and Bank, and acknowledges, confirms and agrees the disclosures and information Borrower provided to Bank in said Perfection Certificate has not changed, as of the date hereof.
PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
PRELIMINARY STATEMENT The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Interest Rate Cap Agreement, (iv) the Supplemental Interest Trust, (v) payments with respect to Basis Risk Shortfall Carryover Amounts, and (vi) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate (other than the Exchangeable Certificates, the Exchangeable REMIC Certificates and the Class A-R Certificate) and each Uncertificated REMIC Interest shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): LT1-A (1) (2) LT1-F1 $ 8,839,749.05 (3) LT1-V1 $ 8,839,749.05 (4) LT1-F2 $ 8,580,345.29 (3) LT1-V2 $ 8,580,345.29 (4) LT1-F3 $ 8,328,679.60 (3) LT1-V3 $ 8,328,679.60 (4) LT1-F4 $ 8,084,393.10 (3) LT1-V4 $ 8,084,393.10 (4) LT1-F5 $ 7,847,269.50 (3) LT1-V5 $ 7,847,269.50 (4) LT1-F6 $ 7,617,098.80 (3) LT1-V6 $ 7,617,098.80 (4) LT1-F7 $ 7,393,677.19 (3) LT1-V7 $ 7,393,677.19 (4) LT1-F8 $ 7,176,806.82 (3) LT1-V8 $ 7,176,806.82 (4) LT1-F9 $ 7,003,729.51 (3) LT1-V9 $ 7,003,729.51 (4) LT1-F10 $ 6,760,820.27 (3) LT1-V10 $ 6,760,820.27 (4) LT1-F11 $ 6,588,197.26 (3) LT1-V11 $ 6,588,197.26 (4) LT1-F12 $ 6,369,258.51 (3) LT1-V12 $ 6,369,258.51 (4) LT1-F13 $ 6,182,428.04 (3) LT1-V13 $ 6,182,428.04 (4) LT1-F14 $ 6,001,076.10 (3) LT1-V14 $ 6,001,076.10 (4) LT1-F15 $ 5,825,042.11 (3) LT1-V15 $ 5,825,042.11 (4) LT1-F16 $ 5,682,827.90 (3) LT1-V16 $ 5,682,827.90 (4) LT1-F17 $ 5,525,821.98 (3) LT1-V17 $ 5,525,821.98 (4) LT1-F18 $ 5,357,224.26 (3) LT1-V18 $ 5,357,224.26 (4) LT1-F19 $ 5,353,180.63 (3) LT1-V19 $ 5,353,180.63 (4) LT1-F20 $ 5,918,343.59 (3) LT1-V20 $ 5,918,343.59 (4) LT1-F21 $ 6,341,523.53 (3) LT1-V21 $ 6,341,523.53 (4) LT1-F22 $ 5,117,075.97 (3) LT1-V22 $ 5,117,075.97 (4) LT1-F23 $ 4,501,380.99 (3) LT1-V23 $ 4,501,380.99 (4) LT1-F24 $ 4,387,241.82 (3) LT1-V24 $ 4,387,241.82 (4) LT1-F25 $ 4,240,619.41 (3) LT1-V25 $ 4,240,619.41 (4) LT1-F26 $ 4,156,369.92 (3) LT1-V26 $ 4,156,369.92 (4) LT1-F27 $ 4,030,132.48 (3) LT1-V27 $ 4,030,132.48 (4) LT1-F28 $ 4,777,524.21 (3) LT1-V28 $ 4,777,524.21 (4) LT1-F29 $ 5,068,330.36 (3) LT1-V29 $ 5,068,330.36 (4) LT1-F30 $ 5,062,104.32 (3) LT1-V30 $ 5,062,104.32 (4) LT1-F31 $ 3,559,434.68 (3) LT1-V31 $ 3,559,434.68 (4) LT1-F32 $ 4,104,339.17 (3) LT1-V32 $ 4,104,339.17 (4) LT1-F33 $ 3,899,611.16 (3) LT1-V33 $ 3,899,611.16 (4) LT1-F34 $ 4,532,249.11 (3) LT1-V34 $ 4,532,249.11 (4) LT1-F35 $ 3,029,236.62 (3) LT1-V35 $ 3,029,236.62 (4) LT1-F36 $ 2,877,585.90 (3) LT1-V36 $ 2,877,585.90 (4) LT1-F37 $ 1,802,385.18 (3) LT1-V37 $ 1,802,385.18 (4) LT1-F38 $ 2,665,105.24 (3) LT1-V38 $ 2,665,105.24 (4) LT1-F39 $ 2,614,066.92 (3) LT1-V39 $ 2,614,066.92 (4) LT1-F40 $ 2,554,422.76 (3) LT1-V40 $ 2,554,422.76 (4) LT1-F41 $ 2,479,467.99 (3) LT1-V41 $ 2,479,467.99 (4) LT1-F42 $ 2,406,711.76 (3) LT1-V42 $ 2,406,711.76 (4) LT1-F43 $ 2,336,089.58 (3) LT1-V43 $ 2,336,089.58 (4) LT1-F44 $ 2,267,538.92 (3) LT1-V44 $ 2,267,538.92 (4) LT1-F45 $ 2,220,879.43 (3) LT1-V45 $ 2,220,879.43 (4) LT1-F46 $ 2,152,306.93 (3) LT1-V46 $ 2,152,306.93 (4) LT1-F47 $ 2,072,669.55 (3) LT1-V47 $ 2,072,669.55 (4) LT1-F48 $ 2,086,911.91 (3) LT1-V48 $ 2,086,911.91 (4) LT1-F49 $ 2,055,923.79 (3) LT1-V49 $ 2,055,923.79 (4) LT1-F50 $ 2,009,697.64 (3) LT1-V50 $ 2,009,697.64 (4) LT1-F51 $ 2,082,180.49 (3) LT1-V51 $ 2,082,180.49 (4) LT1-F52 $ 3,150,527.12 (3) LT1-V52 $ 3,150,527.12 (4) LT1-F53 $ 4,318,974.64 (3) LT1-V53 $ 4,318,974.64 (4) LT1-F54 $ 3,928,556.80 (3) LT1-V54 $ 3,928,556.80 (4) LT1-F55 $ 4,430,347.47 (3) LT1-V55 $ 4,430,347.47 (4) LT1-F56 $ 7,977,371.83 (3) LT1-V56 $ 7,977,371.83 (4) LT1-F57 $ 12,918,085.11 (3) LT1-V57 $ 12,918,085.11 (4) LT1-F58 $ 8,639,565.59 (3) LT1-V58 $ 8,639,565.59 (4) LT1-F59 $ 1,176,737.27 (3) LT1-V59 $ 1,176,737.27 (4) LT1-F60 $ 483,698.91 (3) LT1-V60 $ 483,698.91 (4) LT1-F61 $ 389,529.42 (3) LT1-V61 $ 389,529.42 (4) LT1-F62 $ 378,094.48 (3) LT1-V62 $ 378,094.48 (4) LT1-F63 $ 366,995.07 (3)
Contents of Personnel File A. Adverse statements prepared by the County shall not be included in an employee's official personnel file unless a copy is provided to the employee. B. An employee shall have the right to inspect and review the contents of his or her official personnel file at reasonable intervals. C. In addition, an employee shall have the right to inspect and review the contents of his or her official personnel file in any case where the employee has a grievance related to performance; to a performance evaluation; or is contesting his or her suspension or discharge from County service. D. Letters of reference and reports concerning criminal investigations concerning the employee shall be excluded from the provisions of B. and C., above. E. An employee shall have the right to respond in writing or personal interview to any information contained in his or her official personnel file, such reply to become a permanent part of such employee's official personnel file. F. Any contents of an employee's official personnel file may be destroyed pursuant to an agreement between the Chief of Employee Relations and the employee concerned or by an order of an arbitrator, court or impartial hearing officer unless the particular item is otherwise required by law to be kept.
Survival of Perfection Representations Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations, warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Transaction Documents and the Notes have been finally and fully paid and performed.
Priority of agreements, clauses and schedules i This Agreement, and all other agreements and documents forming part of or referred to in this agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement, the priority of this Agreement and other documents and agreements forming part hereof or referred to herein shall, in the event of any conflict between them, be in the following order: (a) this Agreement; and (b) The Bid/Tender Document along with all the corrigendum issued. (c) all other agreements and documents forming part hereof or referred to herein;
Protection of Persons and Property The AGENCY shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of this Contract. a. The AGENCY shall take all reasonable precautions for the safety and protection of: i. All employees and all persons whom the AGENCY suffers to be on the premises and other persons who may be affected thereby; ii. All property, materials, and equipment on the premises under the care, custody or control of the AGENCY; and iii. Other property at or surrounding the premises. b. The AGENCY agrees that the COUNTY does not guarantee the security of any equipment or personal property brought by the AGENCY, its agents or employees onto the COUNTY property and that the COUNTY shall in no way be liable for damage, destruction, theft or loss of any equipment and appurtenances regardless of the reason for such damage, destruction, theft or loss. c. The AGENCY shall comply with, and shall ensure that its contractors comply with, all applicable safety laws or ordinances, rules, regulations, standards and lawful orders from authority bearing on the safety of persons or property for their protection from damage, injury or loss. This includes, but is not limited to, the following: i. Occupational Safety & Health Act (OSHA) ii. National Institute for Safety and Health (NIOSH) iii. National Fire Protection Association (NFPA) The AGENCY must also comply with the guidelines set forth in the Orange County Safety & Health Manual. The manual can be accessed online at the address below: d. In any emergency affecting the safety of persons or property, the AGENCY will act with reasonable care and discretion to prevent any threatened damage, injury, or loss.
DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT CONTRACT CLAUSES 252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2008)
BACKGROUND STATEMENT The Borrower has requested that the Lenders make available a revolving credit facility in the aggregate principal amount of $400,000,000. The Lenders are willing to make available to the Borrower the revolving credit facility provided for herein subject to and on the terms and conditions set forth in this Agreement.
