Exh. The Bank hereby waives any right that the Bank may now or hereafter have to security interest, bank's or other possessory liens, rights to offset or other claims against the funds in the Collection Account. In addition, the Bank acknowledges that (a) Seller has granted to Buyer a security interest in all of Seller's right, title and interest in and to any funds from time to time on deposit in the Collection Account with respect to the Purchased Assets sold to Buyer under the Repurchase Agreement, (b) that such funds are received by the Bank in trust for the benefit of Buyer and, except as provided herein, are for application against Seller's obligations to Buyer, and (c) that the Bank shall comply with Buyer's instructions regarding the disposition of funds in the Collection Account without the consent of Seller until the Bank receives notice from Buyer that it has released its lien on the Collection Account and all funds deposited therein. The Bank shall be afforded the same rights, protections, immunities and indemnities as the Custodian set forth in [Section 13(a) and Section 14] of the Custodial and Disbursement Agreement, dated as of August 25, 2004, among Seller, Buyer, Deutsche Bank National Trust Company as custodian, and Deutsche Bank National Trust Company as disbursement agent, as if specifically set forth herein. All bank statements in respect to the Collection Account shall be sent to Buyer at: CDC Mortgage Capital Inc. 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxxxxxxx Email: x.xxxxxxxx@xxxxxxx-xxxx.xxx with copies to Seller at: Oak Street Mortgage LLC 00000 X. Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx X. Royal Email: xxxxxx@xxxxxxxxxxxxxxxxx.xxx THIS ACCOUNT AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. Exh. V-2 Kindly acknowledge your agreement with the terms of this agreement by signing the enclosed copy of this letter and returning it to the undersigned. Very truly yours, CDC MORTGAGE CAPITAL INC. By:______________________________ Name: Title: By:______________________________ Name: Title: Agreed and acknowledged: OAK STREET MORTGAGE, LLC, as Seller By:______________________________ Name: Title: Agreed and acknowledged: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Bank By:______________________________ Name: Title: EXHIBIT VI FORM OF TRUE SALE CERTIFICATION CERTIFICATE OF [PURCHASER] In connection with the transaction p...
Exh. B-1 This 2019 SERIES A INDENTURE, dated as of July 1, 2019, 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. 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. 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.]
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 must be guarant...
Exh. A-1 SCHEDULES:
Exh. 1.1(b)(i)-1 Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower to the fullest extent permitted by law. This Term B 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-1-1 Date: ---------------------------------- By: ---------------------------------- Name: Title: XXXXXXX X-0 XXXXXXXXX XXXXXXXX XX XX XXXXXXXXX IN ASSESSMENT OF COMPLIANCE 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 other triggers and events of default in accordance with the X 1122(d)(1)(i) transaction 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 party participating in the servicing function throughout the reporting X 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 bank accounts and related bank clearing accounts no more than two business...
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: 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 September 25, 2014 (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. C-1 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NORTH AMERICA CAPITAL HOLDING COMPANY By:______________________________________ Name: Title: Xxx. X-0 Xxxxxxx X-0 to Loan Agreement FORM OF LEVERAGE RATIO CERTIFICATION HSH Nordbank AG, New York Branch, as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxxxx Xxxx/Xxxx Xxxxx This Certificate (this "Certificate") is delivered pursuant to Section 6.1(a)(iv) of that certain Loan Agreement, dated as of October [___], 2004 (as amended, supplemented, modified or replaced from time to time, the "Loan Agreement"), among North America Capital Holding Company, a Delaware corporation ("Borrower"), the Lenders party thereto from time to time, and HSH Nordbank AG, New York Branch, as the Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used but not defined herein shall have the meanings specified in the Loan Agreement. I hereby certify to the Administrative Agent on behalf of the Borrower as follows:
