JPMORGAN CHASE BANK, N A, whose principal place of business in England is at 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX (the “Custodian”); and
Xxxxx Fargo Bank, N A., as Securities Administrator, hereby represents and warrants to the Depositor, for the benefit of the Holder, that: (i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the power and authority to execute, deliver and perform its obligations under this Agreement and, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Securities Administrator, enforceable against the Securities Administrator in accordance with its terms, except that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) it has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and (iii) neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal, governmental rule or regulation governing the banking or trust powers of the Securities Administrator or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.
Authorized Signatory Dated:____________________ CERTIFICATE OF AUTHENTICATION This is one of the Class A-[_] Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, as Certificate Registrar By: ________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.
Authorized Signatories Each party represents that the individuals signing this agreement on its behalf are authorized, and intend, to bind the organization in contract.
Authorized Signatures Xxxxxxxx X. Xxxxxxxx Director Office of Budget and Management 6/22/2021 Signature: Date Signed: Date Submitted 6/16/2021 Xxxxxx X. Xxxxxx Acting Assistant Commissioner Revenue Collections Management Bureau of the Fiscal Service U.S. Department of the Treasury Signature: Date Signed: 6/28/2021 Federal Agency Payment Type Request Cut-Off Time Receipt Window Agriculture-FNS ACH 11:59 PM 1 day Agriculture-FNS Fedwire 5:45 PM 0 day Agriculture-FS ACH 3:00 PM 1 day Air National Guard ACH 12:00 PM 15 days Army National Guard ACH 12:00 PM 15 days Commerce-NOAA ACH 2:00 PM 1 day Dept of Homeland Security (FEMA) Fedwire 2:00 PM 2 days Dept of Homeland Security (ODP) ACH 2:00 PM 2 days Dept of Homeland Security (ODP) Fedwire 2:00 PM 2 days EPA ACH 2:00 PM 2 days EPA Fedwire 2:00 PM 0 day Education ACH 3:00 PM 1 day Education Fedwire 2:00 PM 0 day Energy ACH 4:00 PM 1 day Energy Fedwire 3:00 PM 0 day HHS ACH 5:00 PM 1 day HHS Fedwire 3:00 PM 0 day HUD ACH 5:30 PM 2 days HUD Fedwire 3:00 PM 0 day Interior-FWS ACH 11:59 PM 1 day Interior-FWS Fedwire 5:45 PM 0 day Interior-OSM ACH 3:00 PM 1 day Interior-OSM Fedwire 1:00 PM 0 day Justice ACH 11:00 PM 6 days Justice Fedwire 2:00 PM 2 days Labor-Non-UTF ACH 3:00 PM 1 day Labor-UTF ACH 3:00 PM 1 day Labor-UTF Fedwire 3:00 PM 0 day National Science Foundation (NSF) ACH 8:00 PM 1 day National Science Foundation (NSF) Fedwire 5:45 PM 0 day Social Security Administration ACH 11:59 PM 1 day Social Security Administration Fedwire 5:45 PM 0 day Transportation (FAA) ACH 2:00 PM 1 day Transportation (FHWA) ACH 12:00 PM 3 days Transportation (FHWA) Fedwire 12:00 PM 0 day Transportation (FTA) ACH 2:00 PM 1 day Veterans Administration ACH 12:00 PM 3 days CFDA Program Name Recipient % Component Technique Rounded days 10.551 Supplemental Nutrition Assistance Program Supplemental Nutrition Assistance Program Department of Job & Family Services Department of Job & Family Services 0.8 Payments to Beneficiaries - Merchant Payments - ACH SSI Cash Out Benefits Actual Clearance, ZBA - ACH Modified Pre- Issuance 0 Days N/A 10.553 School Breakfast Program Department of Education 100.0 All Costs Modified Pre- Issuance N/A 10.555 National School Lunch Program Department of Education 100.0 All Costs Modified Pre- Issuance N/A 10.557 Special Supplemental Nutrition Program for Women, Infants, and Children Department of Health 100.0 All Costs Modified Pre- Issuance N/A 10.561 State Administrative Matching Grants for the Supplemental Nutrition Assistance Program Department of Job & Family Services 100.0 All Costs Modified Pre- Issuance N/A 17.225 F Unemployment Insurance -- Federal Benefit Account and Administrative Costs Unemployment Insurance -- Federal Benefit Account and Administrative Costs Department of Job & Family Services Department of Job & Family Services
CITIBANK, N A. shall indemnify the Seller, each Affiliate of the Seller and each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act of 1933, as amended, and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (1) (A) any untrue statement of a material fact contained in the Servicing Criteria assessment and any other information required to be provided by Citibank, N.A. to the Seller or its Affiliates under Section 10.15 (excluding clause (b)(ii) of Section 10.15), 10.16 (such information, together with the Citibank Information as defined in the Certificate of Citibank, N.A. attached hereto as Exhibit J, the “Provided Information”), or (B) the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the related information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Provided Information or any portion thereof is presented together with or separately from such other information; or (2) any failure by Citibank, N.A. to deliver any Servicing Criteria assessment, information, report, certification, accountants’ letter or other material when and as required under Sections 10.15 and 10.16;
Authorized Signature Your signature on the Account Card authorizes your account access. We will not be liable for refusing to honor any item or instruction if we believe the signature is not genuine. If you have authorized the use of a facsimile signature, we may honor any check or draft that appears to bear your facsimile signature even if it was made by an unauthorized person. You authorize us to honor transactions initiated by a third person to whom you have given your account number even if you do not authorize a particular transaction.
Agent’s Appointment as Attorney-in-Fact On the Closing Date Grantor shall execute and deliver to Agent a power of attorney (the "Power of Attorney") substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Agent under the Power of Attorney are solely to protect Agent's interests in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent agrees that (a) it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) Agent shall account for any moneys received by Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Agent shall not have any duty as to any Collateral, and Agent shall be accountable only for amounts that it actually receive as a result of the exercise of such powers. NEITHER AGENT NOR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
Required Signatures a. Curriculum Academic Xxxx(s) b. Curriculum Chair(s) c. Chief Academic Officer
Collateral Agent’s Appointment as Attorney-in-Fact, etc (a) Each Grantor hereby irrevocably appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in Section 5, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (4) defend any suit, action or proceeding brought against any Grantor with respect to any Collateral; (5) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (6) license, sublicense, or assign any Intellectual Property on such terms and conditions, and in such manner, as the Collateral Agent shall determine appropriate; and (7) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and Grantors’ expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interests therein and to effect the intent of this Agreement and the other Loan Documents, all as fully and effectively as any Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein or in any other Loan Document, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by Grantors, shall be payable by Grantors to the Collateral Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.