Exh. A-1 The obligations of the Purchaser under this Note are subordinated in right of payment, to the extent set forth in Section 2.1(j) of the Purchase Agreement, to the prior payment in full of all Loans, Yield, Premium, Accrued Liability and other obligations of the Purchaser under the RLSA, the Fee Letter, the Insurance Agreement and the Premium Letter. Notwithstanding any provision to the contrary in this Note or elsewhere, no demand for any payment may be made hereunder, no payment shall be due with respect hereto and Maxtor shall have no claim for any payment hereunder prior to the date one year after all Loans, Yield, Premium, Accrued Liability and other obligations owing under the RLSA shall have been paid in full and all commitments of the Purchaser to provide any financial accommodations under the RLSA shall have been terminated. In the event that, notwithstanding the foregoing provision limiting such payment, Maxtor shall receive any payment or distribution on this Note which is not specifically permitted by Section 2.1(j) of the Purchase Agreement, such payment shall be received and held in trust by Maxtor for the benefit of the entities to whom any obligations are owed under the RLSA and shall be promptly paid over to such entities. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Collateral Agent, the Agent, the Lender and the Facility Insurer and any of their respective assignees. The terms of this Note may not be amended or otherwise modified without the prior written consent of Maxtor, the Purchaser, the Agent and the Facility Insurer. The Purchaser hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. Neither this Note, nor any right of Maxtor to receive payments hereunder, shall, without the prior written consent of the Purchaser and (so long as the RLSA remains in effect or any amounts remain outstanding thereunder) the Agent and the Facility Insurer, be assigned, transferred, exchanged, pledged, hypothecated, participated or otherwise conveyed. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. MAXTOR FUNDING LLC By:________________________ Name: Title: Exh. A-2 SCHEDULE TO DEFERRED PURCHASE PRICE NOTE DATE ADDITION TO PRINCIPAL AMOUNT AMOUNT OF PRINCIPAL PAID OR UNPAID PRINCIPAL BALANCE PREPAID NOTATION MADE BY ------- ---------------------------- --------------------------- ------------------------...
Exh. A-1 This 2021 SERIES AB INDENTURE, dated as of March 1, 2021, between the Colorado Housing and Finance Authority, a body corporate and political subdivision of the State of Colorado (the “Authority”), and Xxxxx Fargo Bank, National Association, a national banking association, duly organized, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States of America, with a designated office located in Denver, Colorado, as trustee (the “Trustee”).
Exh. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Wells Fargo Bank, National Association in its individual capacity, xxx xwner of a beneficial interest in the Issuer, the Seller, the Depositor, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ------------------------------------------------------------------------------ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ------------------------------------------------------------------------------ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ ------------------------ ------------------------------- Signature Guaranteed: */ ------------------------------- ----------- */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature m...
Exh. XXXXXXX X-0 to Facility Lease -------------- ADDITIONAL FACILITY SITE All that parcel of land situate in the Town of Newburgh, County of Orange and State of New York bounded and described as follows: Beginning at a point within the bounds of a 107.08 acre parcel conveyed by Niagara Mohawk Power Corporation, Consolidated Edison Company of New York, Inc. and Central Xxxxxx Gas and Electric Corporation to Dynegy Roseton, L.L.C. by deed dated January 30, 2001 and recorded February 2, 2001 in the Orange County Clerk's Office in Liber 5454 of Deeds at Page 250, said point of beginning being distant North 34" - 34' - 59" East 580.46 feet from the southwesterly corner of the aforementioned 107.08 acre parcel, then through the aforementioned 107.08 acre parcel of land of Dynegy Roseton, L.L.C. the following nine (9) courses and distances:
Exh. A-1 SCHEDULES:
Exh. B‑1‑1 The Borrower hereby represents and warrants that the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement are satisfied. Very truly yours, WELLCARE HEALTH PLANS, INC., as the Borrower By: Name: Title: Exh. B‑1‑2 EXHIBIT B‑2 FORM OF INTEREST ELECTION REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: [_______________] Fax: [(___) _________] Re: WellCare Health Plans, Inc. [Date] Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of July 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WellCare Health Plans, Inc., a Delaware corporation (“Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to convert an existing Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such conversion requested hereby:
Exh. A-1-1 Date: --------------------------------------- By: --------------------------------------- Name: Title: EXHIBIT B-1 XXXXXXXXX XXXXXXXX XX XX XXXXXXXXX XX XXXXXXXXXX XX XOMPLIANCE The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria"; ---------------------------------------------------------------------------------------------------------------------- Servicing Criteria Applicable Servicing Criteria ---------------------------------------------------------------------------------------------------------------------- Reference Criteria ---------------------------------------------------------------------------------------------------------------------- General Servicing Considerations ---------------------------------------------------------------------------------------------------------------------- Policies and procedures are instituted to monitor any performance or X other triggers and events of default in accordance with the transaction 1122(d)(1)(i) agreements. ---------------------------------------------------------------------------------------------------------------------- If any material servicing activities are outsourced to third parties, X policies and procedures are instituted to monitor the third party's 1122(d)(1)(ii) performance and compliance with such servicing activities. ---------------------------------------------------------------------------------------------------------------------- Any requirements in the transaction agreements to maintain a back-up 1122(d)(1)(iii) servicer for the mortgage loans are maintained. ---------------------------------------------------------------------------------------------------------------------- A fidelity bond and errors and omissions policy is in effect on the X party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance 1122(d)(1)(iv) with the terms of the transaction agreements. ---------------------------------------------------------------------------------------------------------------------- Cash Collection and Administration ---------------------------------------------------------------------------------------------------------------------- Payments on mortgage loans are deposited into the appropriate custodial X bank accounts and related bank clearing accounts no more than ...
Exh. By its execution and delivery of this Acknowledgment and Conveyance Agreement, the Seller agrees that it shall service the Mortgage Loans on behalf of the Purchaser in accordance with the terms and conditions contained in the Agreement. This Acknowledgment and Conveyance Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed an original, and all such counterparts shall constitute one and the same instrument. GREENPOINT MORTGAGE FUNDING INC., as Seller By:________________________________________ Name: Title: XXXXXX BROTHERS BANK, FSB, as Purchaser By:________________________________________ Name: Xxxx X. Xxxxxx Title: Vice President Annex 1 to Acknowledgment and Conveyance Agreement MORTGAGE LOAN SCHEDULE [Each Mortgage Loan Schedule shall provide the information required by Exhibit A-2 to the Agreement with respect to each Mortgage Loan as of the related Cut-Off Date.] Annex 2 to Acknowledgment and Conveyance Agreement POOL CHARACTERISTICS The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan, that as of [DATE] or as of such other date specifically provided therein:
Exh. 1.1(a)(ii)-1 Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower to the fullest extent permitted by law. This Revolving Note shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois, without regard to conflict of law provisions. WILSONS LEATHER HOLDINGS INC. By: ------------------------------------- Name: ----------------------------------- Title: ----------------------------------
Exh. A-1 This 2023 SERIES DE INDENTURE, dated as of October 1, 2023, between the COLORADO HOUSING AND FINANCE AUTHORITY, a body corporate and political subdivision of the State of Colorado (the “Authority”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, duly organized, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States of America, with a designated office located in Denver, Colorado, as trustee (the “Trustee”).
