Fabrication Making up data or results and recording or reporting them.
Characterization (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator.
(b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.
Scaling “Scaling,” as used herein, involves:
Network Interconnection Architecture Each Party will plan, design, construct and maintain the facilities within their respective systems as are necessary and proper for the provision of traffic covered by this Agreement. These facilities include but are not limited to, a sufficient number of trunks to the point of interconnection with the tandem company, and sufficient interoffice and interexchange facilities and trunks between its own central offices to adequately handle traffic between all central offices within the service areas at a P.01 grade of service or better. The provisioning and engineering of such services and facilities will comply with generally accepted industry methods and practices, and will observe the rules and regulations of the lawfully established tariffs applicable to the services provided.
Interface A defined set of transmission facilities that separate Load Zones and that separate the NYCA from adjacent Control Areas. Investor-Owned Transmission Owners. A Transmission Owner that is owned by private investors. At the present time these include: Central Xxxxxx Gas & Electric Corporation, Consolidated Edison Company of New York, Inc., New York State Electric & Gas Corporation, Niagara Mohawk Power Corporation, Orange and Rockland Utilities, Inc., and Rochester Gas and Electric Corporation.
Compaction 11.1 Concrete shall be thoroughly compacted and fully worked around the reinforcement, around embedded fixtures and into corners of the formwork.
11.2 Concrete shall be compacted using mechanical vibrators complying with IS 2505, IS 2506, IS 2514 and IS:4656. Over vibration and under vibration of concrete are harm full and shall be avoided. Vibration of very wet mixes shall also be avoided. Whenever vibration has to be applied externally, the design of formwork and the disposition of vibrators shall receive special consideration to ensure efficient compaction and to avoid surface blemishes.
Tax Characterization Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all Federal, state and local income and franchise tax purposes, the Series 2009-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2009-1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.
Validation To validate the notice requirements outlined in Section 5.3, the Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7) day Notice to Depositors as required under Section 5.3(b).
Methods of Interconnection The Parties will negotiate the facilities arrangement used to interconnect their respective networks. CLEC shall establish at least one (1) physical Point of Interconnection in CenturyLink territory in each LATA CLEC has local End User Customers. CLEC represents and warrants that it is serving End User Customers physically located within each local calling area for which it wishes to exchange traffic within CenturyLink territory. The Parties shall establish, through negotiations, at least one (1) of the following Interconnection arrangements, at any Technically Feasible point: (1) a DS1 or DS3 CenturyLink-provided facility; (2) Collocation; (3) negotiated Mid-Span Meet POI facilities; or (4) other Technically Feasible methods of Interconnection via the Bona Fide Request (BFR) process unless a particular arrangement has been previously provided to a third party, or is offered by CenturyLink as a product.
7.1.2.1 CenturyLink-provided Facility. Interconnection may be accomplished through the provision of a DS1 or DS3 Entrance Facility of CLEC's determination. An Entrance Facility extends from the CenturyLink Serving Wire Center to CLEC's Switch location or any Technically Feasible POI chosen by CLEC. CenturyLink-provided Entrance Facilities may not extend beyond the area served by the CenturyLink Serving Wire Center. The rates for CenturyLink-provided Entrance Facilities are provided in Exhibit A. CenturyLink's private line transport service is available as an alternative to CenturyLink-provided Entrance Facilities, when CLEC uses such private line transport service for multiple services. Entrance Facilities may not be used for Interconnection with Unbundled Network Elements.
7.1.2.2 Collocation. Interconnection may be accomplished through the Collocation arrangements offered by CenturyLink. The terms and conditions under which Collocation will be available are described in Section 8 of this Agreement.
7.1.2.2.1 Expanded Interconnection Channel Termination (EICT) provides the communication path that actually connects the physical space or in the case of virtual collocation, the designated equipment to CenturyLink's direct trunked transport and must be ordered to provision LIS to a collocation.
7.1.2.3 Mid-Span Meet POI. A Mid-Span Meet POI is a negotiated Point of Interface, limited to the Interconnection of facilities between the CenturyLink Serving Wire Center location and the location of the CLEC switch or other equipment located within the area served by the CenturyLink Serving Wire Center. The actual physical Point of Interface and facilities used will be subject to negotiations between the Parties. Each Party will be responsible for its portion of the build to the Mid-Span Meet POI. The Mid-Span Meet POI will be used exclusively as an Interconnection facility and cannot be used for other purposes such as Unbundled Network Elements or Access Services.
Localization Should any Seller Affiliate and any Customer Affiliate wish to enter into an agreement for the provision of Deliverables, Products and/or Services ("Local Agreement") in the Netherlands, Canada, Hong Kong, the United States, Australia, Ireland, Singapore, South Africa or the United Arab Emirates (as applicable) Local Agreement(s) can be agreed between the Parties and added as Exhibit(s) to this Agreement by way of addendum. The terms of this Agreement shall be incorporated into each such Local Agreement except to the extent that the Local Agreement expressly states that any amendments shall take precedence.
