Certain Constructions Clause Samples
The 'Certain Constructions' clause defines how specific terms, phrases, or provisions within the contract should be interpreted. It typically clarifies the intended meaning of ambiguous words, addresses how singular and plural forms are treated, or specifies that certain headings are for convenience only and do not affect interpretation. By establishing clear rules for reading and understanding the contract, this clause helps prevent disputes over language and ensures that all parties share a common understanding of the document's terms.
Certain Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate Class of Pooled Regular Certificates outstanding at any time shall mean the most or next most subordinate Class of Pooled Regular Certificates then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J-RR and Class K-RR Certificates; provided, however, that for purposes of determining the most subordinate Class of Pooled Regular Certificates, in the event that the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates are the only Classes of Pooled Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A Certificates together will be treated as the most subordinate Class of Pooled Regular Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class S and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.
(b) For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
Certain Constructions. References to the singular in this Agreement shall refer to the plural and vice-versa, and references to the masculine shall refer to the feminine and vice-versa.
Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates or Class PEZ Regular Interests outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class PEZ Regular Interest then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-S, Class B and Class C Regular Interests; provided, however, that for purposes of determining the most subordinate Class of Certificates, in the event that the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates are the only Classes of Certificates (other than the Class X and Class R Certificates) outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D Certificates together will be treated as the most subordinate Class of Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class S and Class R Certificates) and Class PEZ Regular Interest shall be deemed to be outstanding only to the extent its respective Certificate Principal Amount or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.
Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A-1A, Class ▇-▇▇, ▇▇▇▇▇ ▇▇-▇, Class CS-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class B-1 and Class B-1H Certificates. For such purposes, the Class B-1 and Class B-1H Certificates together shall be considered to be one Class and the Class ▇-▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇-▇ (except in respect of any Reduction Interest Distribution Amounts and Reduction Interest Shortfalls) and Class CS-1 Certificates together shall be considered to be one Class. For purposes of this Agreement, each Class of Certificates other than the Class B-1H, Class V-1, Class V-2, Class LR and Class R Certificates shall be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Balance has not been reduced to zero. For purposes of this Agreement, the Class V-1 and the Class V-2 Certificates shall be deemed to be outstanding so long as there are any Certificates outstanding, the Class B-1H Certificates shall be deemed to be outstanding so long as there are any Certificates outstanding that provide for payments of Prepayment Premiums in connection with voluntary or involuntary prepayments and the Class R and Class LR Certificates shall be deemed to be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01.
Certain Constructions. Unless the context clearly indicates otherwise, references to section numbers are to sections of this Agreement.
Certain Constructions. For purposes of Section 3.10, Section 3.23 and Section 4.6(c), references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class Certificates shall be considered to be one Class), and references to the next most subordinate Class of Lower-Tier Regular Interests outstanding at any time shall mean the most or next most subordinate Class of Lower-Tier Regular Interests then outstanding as among the Class interests, subject in each case to the rules of construction set forth in the following sentences of this Section 1.3. Each Class of Certificates, shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero or, with respect to the Class ___ Certificates, to the extent that the EC Maturity Date has not occurred or with respect to the Class ___ Certificates, to the extent the Class ___ Notional Balance has not been reduced to zero. Unless the context clearly indicates otherwise, references to section numbers are to sections of this Agreement.
Certain Constructions. (a) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 shall have the respective meanings given to them under United States generally accepted accounting principles or regulatory accounting principles, as applicable.
(b) The words "hereof," "herein" and "hereunder," and words of similar import when used in this Agreement, shall refer to this agreement as a whole and not to any particular provision of this Agreement, and references to Sections, Schedules and Exhibits contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified.
(c) Whenever a term is defined herein, the definition ascribed to such term shall be equally applicable to both the singular and plural forms of such term and to masculine, feminine and neuter genders of such term.
(d) This Agreement is the result of arm's-length negotiations between the parties and has been reviewed by each party hereto and its counsel. Each party agrees that any ambiguity in this Agreement shall not be interpreted against the party drafting the particular clause which is in question.
Certain Constructions. For purposes of Section 9.01, references to the Most Subordinate Class of Certificates as defined in Section 1.01 (or REMIC II Regular Interests) outstanding at any time shall mean the most or next most subordinate Class of Certificates (or REMIC II Regular Interests) then outstanding as among the Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates (and the Classes of Corresponding REMIC II Regular Interests). For such purposes, the Class A1, Class A2 and Class A3 Certificates (and the Classes of Corresponding REMIC II Regular Interests) together shall be considered to be one Class. For purposes of this Agreement (except as specifically provided in the definition of "Certificateholder"), each Class of Certificates shall be deemed to be outstanding only to the extent its respective Class Balance has not been reduced to zero. For purposes of this Agreement, the Class X Certificates shall be deemed to be outstanding until their Notional Amount has been reduced to zero.
Certain Constructions. As used in this Agreement, unless expressly stated otherwise, references to:
(i) “include” and “including” mean “include, without limitation” and “including, without limitation”, respectively, (ii) the words “hereof’, “herein” and “hereunder”, and similar words, refer to this Agreement as a whole and not to any particular section, subsection, paragraph or provision of this Agreement and (iii) “or” means “either or both”,
Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A-1, Class A-1D, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1A, Class A-1S, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates. For such purposes, the Class A-1, Class A-1D, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1A and Class A-1S Certificates collectively shall be considered to be one Class. For purposes of this Agreement, each Class of Certificates, other than the Class LR and Class R Certificates, shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero. For purposes of this Agreement, the Class T, Class R and Class LR Certificates shall be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 or any other Class of Certificates remains outstanding. For purposes of this Agreement, each of the Class XS and Class XP Certificates shall be deemed to be outstanding until their respective Notional Balances have been reduced to zero. Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or Special Servicer that is subject to the consent or approval of the Directing Certificateholder or the Controlling Class Representative shall in each case be further subject to the determination by the Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the Directing Certificateholder or Controlling Class Representative, or not taking such action as proposed by the Master Servicer or Special Servicer if the Directing Certificateholder or Controlling Class Representative fails to grant its consent or approval to any action proposed to be taken by the Master Servicer or Special Servicer, in each case, is consistent with the Servicing Standard. In each case, (a) if the response by the Directing Certificateholder or Controlling Class Representative hereunder is inconsistent with the Servicing Standard the Master Servicer or the Special Servicer shall take such action as is consistent with the Servicing Standard, and (b) if the Master Servicer or Special Serv...