Miscellaneous Provisions Clause Samples

Miscellaneous Provisions. Section 12.01

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. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deeme...

Miscellaneous Provisions. 14.1 LICENSEE shall comply with all local, state, federal and international laws and regulations relating to the development, manufacture, use, provision, and sale of LICENSED PRODUCTS, LICENSED PROCESSES and LICENSED SERVICES. Without limiting the generality of the foregoing, LICENSEE agrees to comply with the following: (a) LICENSEE shall obtain all necessary approvals from the FDA, USDA, or any similar governmental authorities of any foreign jurisdiction in which LICENSEE intends to make, use, or sell LICENSED PRODUCTS or to perform LICENSED PROCESSES or LICENSED SERVICES. (b) LICENSEE shall comply fully with any and all applicable local, state, federal and international laws and regulations relating to the LICENSED PRODUCTS, LICENSED PROCESSES and LICENSED SERVICES, and the PATENT RIGHTS, in the TERRITORY, including without limitation all export or import regulations and rules now in effect or as may be issued from time to time by any governmental authority which has jurisdiction relating to the export of LICENSED PRODUCTS, LICENSED PROCESSES or LICENSED SERVICES and any technology relating thereto. LICENSEE hereby gives written assurance that it will comply with all such import or export laws and regulations (including without limitation all Export Administration Regulations of the United States Department of Commerce), that it bears sole responsibility for any violation of such laws and regulations, and that it will indemnify, defend, and hold ACT and the University harmless (in accordance with Article 8) for the consequences of any such violation. (c) To the extent that any invention claimed in the PATENT RIGHTS has been partially funded by the United States Government, and only to the extent required by applicable laws and regulations, LICENSEE agrees that any LICENSED PRODUCTS used or sold in the United States will be manufactured substantially in the United States or its territories. Current law provides that if a domestic manufacturer is not commercially feasible under the circumstances, ACT and/or the University may seek a waiver of this requirement from the relevant federal agency on behalf of LICENSEE and, upon LICENSEE’S request, shall cooperate with LICENSEE in seeking such a waiver. 14.2 LICENSEE shall not create or incur or cause to be incurred or to exist any lien, encumbrance, pledge, charge, restriction or other security interest of any kind upon the PATENT RIGHTS. 14.3 Neither party shall originate any publicity, news release or other...

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. 1. If a claim is made against Member or WPMIC concerning a home, detached garage, commercial building or remodeling project covered by the RWC Warranty Program, Member shall, upon request, assign to WPMIC any rights which it may have against a supplier, manufacturer, subcontractor or other person for work performed or materials supplied in connection with such claim. 2. Whenever timely performance is called for hereunder, the time there for shall be extended to the extent performance is delayed by an event not caused by the conduct of the person obligated to perform. Such events include, but are not limited to, acts of God or the public enemy, war, riot, civil commotion or governmental conduct. 3. If a claim is made against Member or WPMIC concerning a home, detached garage, commercial building or remodeling project covered by the RWC Warranty Program, escrowed monies being held by the Owner of the home, detached garage, commercial building or remodeling project shall be considered separate and apart from and cannot affect the terms of this Agreement or the terms of the Limited Warranty. 4. This Agreement contains the entire understanding of the parties and cannot be altered or amended in any way except by a formal written instrument signed by all of the parties hereto. 5. Should legal action arise between the parties involving this Agreement, the substantially prevailing party shall be reimbursed for reasonable attorney and expert witness fees by the other party. Should any provision of this Agreement be determined by a court of competent jurisdiction to be unenforceable, that determination will not affect the validity of the remaining provisions. 6. Member acknowledges that RWC is an administrator and not a warrantor or insurer. Member agrees to indemnify RWC and hold it harmless from any loss or expense, including attorney fees, if Member should ever claim otherwise. 7. This Agreement shall be interpreted and enforced in accordance with the laws of the state in which Member maintains its principal place of business. 8. This Agreement is not assignable by Member without the prior written consent of RWC. 9. This Agreement is binding on the parties, their heirs, executors, administrators, successors and assigns. 10. All notices required hereunder must be in writing and sent by certified mail, postage prepaid, or other such form of notice deemed acceptable by RWC to the recipient at the respective address shown hereon or to whatever other address the party ...

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

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Sixth Amendment, the Borrowers hereby represent and warrant that: (a) no Default or Event of Default exists as of the Sixth Amendment Effective Date (as defined below), both before and immediately after giving effect to this Sixth Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Sixth Amendment Effective Date, both before and after giving effect to this Sixth Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date). 2. This Sixth Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement, any other Credit Documents or any of the other instruments or agreements referred to therein or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, any other Credit Documents or any of the other instruments or agreements referred to therein. 3. By executing and delivering a counterpart hereof, the Borrowers and each Subsidiary Guarantor hereby agrees that all Loans shall be guaranteed and secured pursuant to and in accordance with the terms and provisions of each of the U.S. Guaranty and Collateral Agreement and the Canadian Guaranty and Collateral Agreement and the other Security Documents in accordance with the terms and provisions thereof. 4. This Sixth Amendment may be executed in any number of counterparts (including by way of facsimile or other electronic transmission) 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 Borrowers and the Administrative...