ADDITIONAL TERMS AND CONDITIONS This Annex A to the Second Amended and Restated Servicing Agreement, dated October 31, 2021 (the “Agreement”), among Xxxxx Bank and Xxxxx Trust Company, as Sellers, the Bank Assets Purchaser and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser, as Purchasers, and Guarantor (solely for purposes of Section 9.5 of the Agreement), is incorporated into and deemed part of the Agreement in all respects.
Insurance Terms and Conditions Company must maintain the following limits and coverages uninterrupted or amended through the term of this Agreement. In the event Company becomes in default of the following requirements, Authority reserves the right to take whatever actions it deems necessary to protect its interests. Required liability policies other than Workers’ Compensation / Employer’s Liability will provide that Authority, members of Authority’s governing body, and Authority’s officers, volunteers and employees are included as additional insureds.
Standard Terms and Conditions Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.
Supplemental Terms and Conditions The following Supplemental Terms and Conditions hereby amend, modify and supersede in the event of a conflict the terms of the Agreement and the General Terms and Conditions attached thereto as Exhibit A.
CLOUD SPECIFIC TERMS AND CONDITIONS To the extent that Contractor has received an award for Lot 3, Cloud, the following terms and conditions apply to Lot 3, Cloud. For the duration of an Authorized User Agreement, the Cloud Solution shall conform to the Cloud Solution Manufacturer’s specifications, Documentation, performance standards (including applicable license duration, warranties, guarantees, Service Level Agreements, service commitments, and credits). Contractor is responsible for providing physical and logical security for all Data, infrastructure (e.g. hardware, networking components, physical devices), and software related to the services the Contractor is providing under the Authorized User Agreement. All Data security provisions agreed to by the Authorized User and Contractor within the Authorized User Agreement may not be diminished for the duration of the Authorized User Agreement without prior written agreement by the parties amending the Authorized User Agreement.
CONTRACT TERMS AND CONDITIONS This section sets forth the terms and conditions of the Contract.
Additional Terms and Conditions of Award NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.
SETTLEMENT TERMS AND CONDITIONS Contour is willing to resolve the violations cited herein by entering into this Agreement and freely and voluntarily waives its right to a hearing under Banking Law Sections 44 and 598. Therefore, in consideration of the promises and covenants set forth herein, the Settling Parties agree, as follows:
1. Contour shall not:
a. Under any name or designation conduct or transact business in this state at any physical location that has not been approved by the Superintendent;
b. Under any name or designation conduct or transact business in this state through the use of any website or domain name that has not been approved by the Superintendent;
c. Conduct or transact business under any name or designation other than that shown on its license or branch certificate;
d. Assign mortgage loan originators to locations that are not licensed by the Superintendent;
e. Engage in net branching or offer net branching opportunities in violation of the Department’s prohibition against net branching;
f. Transfer or assign its mortgage banker license;
g. Engage in conduct prohibited by Part 38 of the General Regulations.
2. Contour agrees to take all necessary steps to ensure its compliance with all applicable federal and state laws, regulations, supervisory requirements, and guidance letters relating to its mortgage business, including but not limited to:
a. Complying with the requirements of Banking Law Articles 12-D and 12- E, Part 420 of the Superintendent’s Regulations, and Part 38 of the General Regulations;
b. Assigning mortgage loan originators only to locations licensed by the Superintendent, and displaying the license for each mortgage loan originator working at such location;
c. Providing the proper oversight and supervision of each individual who becomes employed by, or affiliated as an independent contractor of or consultant for, Contour; and
d. Maintaining books and records in a manner that will enable the Superintendent to determine whether Contour is complying with all applicable federal and state laws, regulations, supervisory requirements, and guidance letters.
3. Contour agrees to develop a comprehensive operations manual governing its day-to-day operations, which shall, at a minimum, address the:
a. Establishment of new business locations;
b. Use of business names and designations;
c. Activities and supervision of employees, independent contractors, and consultants; and
d. Maintenance of books and records.
4. Contour agrees to develop a written compliance manual designed to ensure compliance with all applicable federal and state laws, regulations, supervisory requirements, and guidance letters. The manual shall, at a minimum, address:
a. The designation of an individual responsible for monitoring compliance with all applicable laws, regulations, supervisory requirements, and guidance letters;
b. Prohibited conduct as described by Section 38.7 of the General Regulations;
c. The duties of an originating entity as described by Part 420 of the Superintendent’s Regulations;
d. Reporting requirements as described by Part 420 of the Superintendent’s Regulations;
e. Use of business names and designations, domain names, and websites;
f. The duties and responsibilities of employees, independent contractors, and consultants; and
g. A compliance training program for employees and independent contractors.
5. Within ninety (90) days from the effective date of this Agreement, Xxxxxxx agrees to submit drafts of its operations and compliance manuals to the Department.
6. Within one hundred twenty (120) days from the effective date of this Agreement, Xxxxxxx agrees to submit copies of its final operations and compliance manuals to the Department together with a letter from an authorized officer of Contour indicating his or her approval of said manuals.
7. Contour agrees that its mortgage banking activities will be subject to examinations semi-annually for a twenty-four-month period following the execution of this Agreement.
8. Contour agrees to pay a fine of $20,000. Contour further agrees that such payment will be made in immediately available funds in accordance with Department payment instructions.
General Terms and Conditions During the term of this Contract, Contractor agrees to procure and maintain insurance which meets all County’s requirements in the General Terms and Conditions.
ONLINE TERMS AND CONDITIONS The Terms and Conditions specified herein shall govern all members of xxx.xxxxxxxxxxxxxxxx.xxx (“EHSAN AUCTIONEERS SDN. BHD. website”).
