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-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The following representations and warranties are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating the Net Eligible Receivables Balance and/or preparing a Daily Report, Borrowing Report or Monthly Remittance Report.
Appears in 1 contract
Exh. A-1 The obligations Clearing Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall not exceed the amount of interest which would have been paid on such funds if they had been deposited in the Clearing Account in a timely manner. Clearing Bank shall not be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the Purchaser under this Note are subordinated in right of payment, to the extent limitation on Clearing Bank's liability set forth in Section 2.1(jthis paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the Purchase Agreementwork after receipt of notification from Lender or its designee, Borrower or any third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or any third party with respect to the prior payment in full time of all Loans, Yield, Premium, Accrued Liability and other obligations delivery of the Purchaser under advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the RLSAmutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of the charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. If, upon the next business day, the Fee LetterClearing Account continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the Insurance Agreement and the Premium Lettersame. Notwithstanding any provision to the contrary in Matters not covered by this Note or elsewhere, no demand for any payment may be made hereunder, no payment letter shall be due determined in accordance 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 customary procedures of the Purchaser to provide any financial accommodations under the RLSA shall have been terminated. In Clearing Bank and in the event that, notwithstanding of a conflict between 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 letter and the prior written consent customary procedures of Maxtorthe Clearing Bank, the Purchaser, the Agent and the Facility Insurerterms of this letter shall govern. The Purchaser hereby waives diligence, presentment, demand, protest undersigned also notifies you that the name and notice of any kind whatsoever. Neither this Note, nor any right of Maxtor to receive payments hereunder, shall, without the prior written consent address of the Purchaser current Servicer with respect to the Cash Management Agreement is: Bank of the West 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Cash Management Services Telephone: 000-000-0000 or 000-000-0000 Facsimile: 000-000-0000 If you have any questions concerning this letter or the Cash Management Agreement, please contact________________of the Lender at (_____)_____-_____ or_______________of the Servicer at (000) 000-0000. The address of the current Manager is: Xxxxxxx Properties, L.P. 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Please acknowledge receipt of this letter and (so long as your agreement to the RLSA remains terms described herein by executing and returning to the Borrower an acknowledgment in effect or any amounts remain outstanding thereunder) the Agent form of Schedule 1 hereto. BORROWER: NORTH TOWER, LLC, a Delaware limited liability company By: North Tower Manager, LLC, a Delaware limited liability company, its Manager and the Facility InsurerMember By: Xxxxxxx Properties, be assignedL.P., transferreda Maryland limited partnership, exchangedits Member By: Xxxxxxx Properties, pledgedInc., hypothecateda Maryland corporation, 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 its general partner By:______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:____________________________________________ Name: Title: ExhSCHEDULE 1 ACKNOWLEDGMENT ________,2003 North Tower, LLC 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Reference is made to that certain Clearing Bank Instruction Letter, dated _____________________________, 2003 (the "INSTRUCTION LETTER") from North Tower, LLC (the "BORROWER"). A-2 I, _____________________________, on behalf of Bank of the West (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. BANK OF THE WEST By:_________________________ Name: Title: LOCK BOX ADDRESS: North Tower, LLC P.O. Box__________ Los Angeles, California 90054-______ SCH. 1-1 SCHEDULE TO DEFERRED PURCHASE PRICE 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear[_________]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the Property will be paid directly to a bank selected by the Lender. Therefore, from and after [DATE], all rent to be paid by you under the [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following address: [Clearing Bank Name] [Lockbox Address] All checks should be made out to the "[BORROWER]". These payment instructions cannot be withdrawn or modified without the prior written consent of the Lender or its agent (the "SERVICER"), or pursuant to a joint written instruction from the Borrower and the Lender or the Servicer. Until you receive written instructions from the Lender or the Servicer, continue to send all rent payments due under the Lease to [Clearing Bank Name]. All rent payments must be delivered to [Clearing Bank Name] no later than the day on which such amounts are due under the Lease. If you have any questions concerning this letter, please contact [_______________ ] at [________]. We appreciate your cooperation in this matter. XXXXXXX PROPERTIES, L.P., a Maryland limited partnership By: Xxxxxxx Properties, Inc., a Maryland corporation, its sole general partner By:______________________________- Name: Title: SUBSTITUTE PROMISSORY NOTE DATE ADDITION TO PRINCIPAL AMOUNT AMOUNT OF PRINCIPAL PAID OR UNPAID PRINCIPAL BALANCE PREPAID NOTATION MADE BY ------- ---------------------------- --------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Exh. A-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The following representations and warranties are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating the Net Eligible Receivables Balance and/or preparing a Daily ReportA-l $92,528,688.00 June 26, Borrowing Report or Monthly Remittance Report.2003
Appears in 1 contract
Exh. A-1 The obligations 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 Purchaser under this Note are subordinated in right of payment, Collection Account with respect to the extent set forth in Section 2.1(j) of Purchased Assets sold to Buyer under the Purchase Repurchase Agreement, to (b) that such funds are received by 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 Bank in trust by Maxtor for the benefit of Buyer and, except as provided herein, are for application against Seller's obligations to Buyer, and (c) that the entities to whom any obligations are owed under Bank shall comply with Buyer's instructions regarding the RLSA 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 promptly paid over to such entities. The subordination provisions contained herein are for afforded the direct benefit ofsame 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 may 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 enforced bysent to Buyer at: CDC Mortgage Capital Inc. 0 Xxxx 00xx Xxxxxx Xxx Xxxx, the Collateral AgentXX 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, 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. XX 00000 Attention: Xxxxx X. Royal Email: xxxxxx@xxxxxxxxxxxxxxxxx.xxx THIS NOTE ACCOUNT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. MAXTOR FUNDING LLC 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: Exh. A-2 SCHEDULE TO DEFERRED PURCHASE PRICE NOTE DATE ADDITION TO PRINCIPAL AMOUNT AMOUNT 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 PRINCIPAL PAID OR UNPAID PRINCIPAL BALANCE PREPAID NOTATION MADE BY ------- ---------------------------- --------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Exh. A-3 SCHEDULE A SCHEDULE TRUE SALE CERTIFICATION CERTIFICATE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The following representations and warranties are made by Maxtor [PURCHASER] In connection with the transaction pursuant to the Master Repurchase Agreement, dated as of each Conveyance Date August 25, 2004 between CDC Mortgage Capital Inc. and [______] (and only as the "Purchaser"), the undersigned certifies, on behalf of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating the Net Eligible Receivables Balance and/or preparing a Daily Report, Borrowing Report or Monthly Remittance Report.Purchaser that:
Appears in 1 contract
Samples: Master Repurchase Agreement (Oak Street Financial Services Inc)
Exh. A-1 The obligations Clearing Account shall be an account of each Borrower but shall be under the sole dominion and control of the Purchaser under this Note are subordinated in right of payment, to the extent set forth in Section 2.1(jLender and any servicer (a "SERVICER") or other designee of the Purchase Agreement, to Lender named below or in a subsequent written notice from the prior payment in full of all Loans, Yield, Premium, Accrued Liability and other obligations Lender. The Clearing Account shall be assigned the federal tax identification number of the Purchaser under Borrower, which number is 00-0000000. You shall hold amounts on deposit in the RLSAClearing Account as agent for the Lender and shall not commingle such amounts with any other amounts held by you on behalf of the Lender, the Fee LetterBorrower or any other person or entity. If, in accordance with standard operating procedures, the Insurance Agreement and the Premium Letter. Notwithstanding any provision to the contrary in this Note or elsewhere, no demand for any payment Clearing Account 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 established as a trust by Maxtor account for the benefit of the entities Lender, Borrower directs that the Clearing Account be maintained as such an account. The Borrower hereby notifies the Clearing Bank that, in accordance with the Deed of Trust, the Clearing Account and all amounts held therein from time to whom any obligations are owed under time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged to the RLSA Lender as additional security for the loan evidenced by the Deed of Trust. In connection with such pledge, the Borrower hereby waives all right of withdrawal from the Clearing Account. The Borrower hereby irrevocably instructs and authorizes you, beginning on the first business day after the Sweep Commencement Date, to disburse on each business day of each week via the ACH System, if available, or otherwise by wire transfer, all amounts constituting available funds on deposit in the Clearing Account to the following account: [ ] [ ] [ ] [ ] If transferring such amounts by the ACH System and if required by Clearing Bank, each such transfer shall be promptly paid over to such entitiesinitiated by the Lender or by the Servicer. The subordination provisions contained herein are for If the direct benefit of, and may be enforced byClearing Bank provides electronic data transfer services, the Collateral Agent, the Agent, Clearing Bank shall provide the Lender and the Facility Insurer and Servicer access to the Clearing Bank's electronic data transfer system for purposes of effecting such transfers. At any of their respective assignees. The terms of this Note time that funds may not be amended or otherwise modified without the prior written consent of Maxtortransferred as described above in this paragraph, the Purchaser, the Agent and the Facility InsurerClearing Bank shall transfer amounts by wire transfer of immediately available funds. The Purchaser hereby waives diligenceinstructions set forth herein are irrevocable and are not subject to modification in any manner, presentmentexcept that the Lender or the Servicer may, demandby written notice to you, protest and notice of any kind whatsoeveramend the instructions contained herein. Neither this Note, nor any right of Maxtor In the event that the Clearing Bank fails 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-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The following representations and warranties are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) acknowledge that its procedures with respect to each Conveyed Receivable which was Conveyed the Clearing Account are governed by this letter due to an objection to the terms hereof or otherwise, the Borrower hereby appoints the Lender as its attorney-in-fact with full authority to make reasonable changes to this letter and to execute on behalf of the Borrower any new modified letter acceptable to the proposed Clearing Bank. In accordance with the Clearing Bank's procedures, the Clearing Bank shall maintain a record of all deposits and transfers from the Clearing Account and furnish statements to Borrower and Lender, on a monthly basis, of all such Conveyance Date and included as an Eligible Receivable for purposes of calculating the Net Eligible Receivables Balance and/or preparing a Daily Report, Borrowing Report or Monthly Remittance Reporttransactions.
Appears in 1 contract
Exh. A-1 The obligations Clearing Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall not exceed the amount of interest which would have been paid on such funds if they had been deposited in the Clearing Account in a timely manner. Clearing Bank shall not be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the Purchaser under this Note are subordinated in right of payment, to the extent limitation on Clearing Bank's liability set forth in Section 2.1(jthis paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the Purchase Agreementwork after receipt of notification from Lender or its designee, Borrower or any third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or any third party with respect to the prior payment in full time of all Loans, Yield, Premium, Accrued Liability and other obligations delivery of the Purchaser under advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the RLSAmutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of the charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. If, upon the next business day, the Fee LetterClearing Account continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the Insurance Agreement and the Premium Lettersame. Notwithstanding any provision to the contrary in Matters not covered by this Note or elsewhere, no demand for any payment may be made hereunder, no payment letter shall be due determined in accordance 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 customary procedures of the Purchaser to provide any financial accommodations under the RLSA shall have been terminated. In Clearing Bank and in the event that, notwithstanding of a conflict between 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 letter and the prior written consent customary procedures of Maxtorthe Clearing Bank, the Purchaser, the Agent and the Facility Insurerterms of this letter shall govern. The Purchaser hereby waives diligence, presentment, demand, protest undersigned also notifies you that the name and notice of any kind whatsoever. Neither this Note, nor any right of Maxtor to receive payments hereunder, shall, without the prior written consent address of the Purchaser current Servicer with respect to the Cash Management Agreement is: [Name of Servicer] [Address of Servicer] [Address of Servicer] Attention: _______________ Telephone: _______________ Facsimile: _______________ If you have any questions concerning this letter or the Cash Management Agreement, please contact __________ of the Lender at (___) ___-____ or ___________ of the Servicer at (___) ___-____. The address of the current Manager is: --------------------- 555 West Fifth Street, Suite 5000 Los Axxxxxx, Xxxxxxxxxx 00000 Xxxxxx xxxxxwledge receipt of this letter and (so long as your agreement to the RLSA remains terms described herein by executing and returning to the Borrower an acknowledgment in effect or any amounts remain outstanding thereunder) the Agent and the Facility Insurerform of Schedule 1 hereto. BORROWER: LIBRARY SQUARE ASSOCIATES, be assignedLLC, transferreda Delaware limited liability company By: Bunker Hill Senior Mezzanine, exchangedLLC, pledgeda Delaware limited liability company, hypothecatedits sole member By: Bunker Hill Junior Mezzanine, participated or otherwise conveyed. THIS NOTE SHALL BE GOVERNED BYLLC, AND CONSTRUED IN ACCORDANCE WITHa Delaware limited liability company, THE LAWS OF THE STATE OF NEW YORK. MAXTOR FUNDING LLC its sole member By: New BHE, LLC, a Delaware limited liability company, its sole member By: Maguire Properties, L.P., a Mxxxxxxx limited partnership, its sole member By: Maguire Properties, Inc., x Xxxyland corporation, its sole general partner By:_________________________ Name: Title: ExhACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By: __________________________________________________ Name: Title: SCHEDULE 1 XXXX XX XXXXXXXXXXXXXX ___________ __, 0000 Xxxxxxx Xxxxxx Associates, LLC 555 West Fifth Street, Suite 5000 Xxx Xxxxxxx, Xxxxfornia 90013 Grxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx, Xxx. A-2 000 Xxxxxxxxx Xxxx Xxxxnwich, Connecticut 06830 Reference xx xxxx xx xxxx xxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxon Letter, dated ____________, 2003 (the "INSTRUCTION LETTER") from Library Square Associates, LLC (the "BORROWER"). I, [____________], on behalf of ________________ (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. [INSERT SIGNATURE BLOCK OF BANK] LOCK BOX ADDRESS: Library Square Associates, LLC P.O. Box 512690 Los Angeles, California 90051-0690 XXX. 0-0 SCHEDULE TO DEFERRED PURCHASE PRICE NOTE DATE ADDITION TO PRINCIPAL AMOUNT AMOUNT 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF PRINCIPAL PAID OR UNPAID PRINCIPAL BALANCE PREPAID NOTATION MADE BY ------- ---------------------------- --------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ExhLESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear [______]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the Property will be paid directly to a bank selected by the Lender. A-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The Therefore, from and after [DATE], all rent to be paid by you under the [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following representations address: [Clearing Bank Name] [Lockbox Address] All checks should be made out to the "[BORROWER]". These payment instructions cannot be withdrawn or modified without the prior written consent of the Lender or its agent (the "SERVICER"), or pursuant to a joint written instruction from the Borrower and warranties the Lender or the Servicer. Until you receive written instructions from the Lender or the Servicer, continue to send all rent payments due under the Lease to [Clearing Bank Name]. All rent payments must be delivered to [Clearing Bank Name] no later than the day on which such amounts are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating due under the Net Eligible Receivables Balance and/or preparing Lease. If you have any questions concerning this letter, please contact [______] at [______]. We appreciate your cooperation in this matter. MAGUIRE PROPERTIES, L.P., a Daily ReportMaryland limitex xxxxxership By: Maguire Properties, Borrowing Report or Monthly Remittance Report.Inc., a Maryland cxxxxxxxion, its sole general partner By: ________________________________________ Name: Title:
Appears in 1 contract
Exh. A-1 The obligations Clearing Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall not exceed the amount of interest which would have been paid on such funds if they had been deposited in the Clearing Account in a timely manner. Clearing Bank shall not be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the Purchaser under this Note are subordinated in right of payment, to the extent limitation on Clearing Bank's liability set forth in Section 2.1(jthis paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the Purchase Agreementwork after receipt of notification from Lender or its designee, Borrower or any third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or any third party with respect to the prior payment in full time of all Loans, Yield, Premium, Accrued Liability and other obligations delivery of the Purchaser under advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the RLSAmutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of the charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. If, upon the next business day, the Fee LetterClearing Account continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the Insurance Agreement and the Premium Lettersame. Notwithstanding any provision to the contrary in Matters not covered by this Note or elsewhere, no demand for any payment may be made hereunder, no payment letter shall be due determined in accordance 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 customary procedures of the Purchaser to provide any financial accommodations under the RLSA shall have been terminated. In Clearing Bank and in the event that, notwithstanding of a conflict between 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 letter and the prior written consent customary procedures of Maxtorthe Clearing Bank, the Purchaser, the Agent and the Facility Insurerterms of this letter shall govern. The Purchaser hereby waives diligence, presentment, demand, protest undersigned also notifies you that the name and notice of any kind whatsoever. Neither this Note, nor any right of Maxtor to receive payments hereunder, shall, without the prior written consent address of the Purchaser current Servicer with respect to the Cash Management Agreement is: [Name of Servicer] [Address of Servicer] [Address of Servicer] Attention: ___________________ Telephone:_____________________ Facsimile:______________________ If you have any questions concerning this letter or the Cash Management Agreement, please contact______________of the Lender at (____) __-__ or__________of the Servicer at (__)____-_____. The address of the current Manager is: __________________________ 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Please acknowledge receipt of this letter and (so long as your agreement to the RLSA remains terms described herein by executing and returning to the Borrower an acknowledgment in effect or any amounts remain outstanding thereunder) the Agent and the Facility Insurerform of Schedule 1 hereto. BORROWER: LIBRARY SQUARE ASSOCIATES, be assignedLLC, transferreda Delaware limited liability company By: Bunker Hill Senior Mezzanine, exchangedLLC, pledgeda Delaware limited liability company, hypothecatedits sole member By: Bunker Hill Junior Mezzanine, participated or otherwise conveyed. THIS NOTE SHALL BE GOVERNED BYLLC, AND CONSTRUED IN ACCORDANCE WITHa Delaware limited liability company, THE LAWS OF THE STATE OF NEW YORK. MAXTOR FUNDING LLC its sole member By: New BHE,LLC, a Delaware limited liability company, its sole member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its sole member By: Xxxxxxx Properties, Inc., a Maryland corporation, its sole general partner By:________________________ Name: Title: ExhACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:___________________________ Name: Title: SCHEDULE 1 FORM OF ACKNOWLEDGMENT ______________,2003 Library Square Associates, LLC 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Reference is made to that certain Clearing Bank Instruction Letter, dated ______________________________, 2003 (the "INSTRUCTION LETTER") from Library Square Associates, LLC (the "BORROWER"). A-2 I, [_______________], on behalf of_______________________ (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. [INSERT SIGNATURE BLOCK OF BANK] LOCK BOX ADDRESS: Library Square Associates, LLC X.X. Xxx 000000 Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 SCH. 1-1 SCHEDULE TO DEFERRED PURCHASE PRICE 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear [_________]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the Property will be paid directly to a bank selected by the Lender. Therefore, from and after [DATE], all rent to be paid by you under the [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following address: [Clearing Bank Name] [Lockbox Address] All checks should be made out to the "[BORROWER]". These payment instructions cannot be withdrawn or modified without the prior written consent of the Lender or its agent (the "SERVICER"). or pursuant to a joint written instruction from the Borrower and the Lender or the Servicer. Until you receive written instructions from the Lender or the Servicer, continue to send all rent payments due under the Lease to [Clearing Bank Name]. All rent payments must be delivered to [Clearing Bank Name] no later than the day on which such amounts are due under the Lease. If you have any questions concerning this letter, please contact [_______] at [_______]. We appreciate your cooperation in this matter. XXXXXXX PROPERTIES, L.P., a Maryland limited partnership By: Xxxxxxx Properties, Inc., a Maryland corporation, its sole general partner By:___________________________ Name: Title: SUBSTITUTE PROMISSORY NOTE DATE ADDITION TO PRINCIPAL AMOUNT AMOUNT OF PRINCIPAL PAID OR UNPAID PRINCIPAL BALANCE PREPAID NOTATION MADE BY ------- ---------------------------- --------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Exh. A-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The following representations and warranties are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating the Net Eligible Receivables Balance and/or preparing a Daily ReportA-l $ 130,260,000.00 June 26, Borrowing Report or Monthly Remittance Report.2003
Appears in 1 contract
Exh. A-1 The obligations Clearing Account shall be an account of each Borrower but shall be under the sole dominion and control of the Purchaser under this Note are subordinated in right of payment, to the extent set forth in Section 2.1(jLender and any servicer (a "SERVICER") or other designee of the Purchase Agreement, to Lender named below or in a subsequent written notice from the prior payment in full of all Loans, Yield, Premium, Accrued Liability and other obligations Lender. The Clearing Account shall be assigned the federal tax identification number of the Purchaser under Borrower, which number is 95-4682715. You shall hold amounts on deposit in the RLSAClearing Accounx xx xxxxx for the Lender and shall not commingle such amounts with any other amounts held by you on behalf of the Lender, the Fee LetterBorrower or any other person or entity. If, in accordance with standard operating procedures, the Insurance Agreement and the Premium Letter. Notwithstanding any provision to the contrary in this Note or elsewhere, no demand for any payment Clearing Account 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 established as a trust by Maxtor account for the benefit of the entities Lender, Borrower directs that the Clearing Account be maintained as such an account. The Borrower hereby notifies the Clearing Bank that, in accordance with the Deed of Trust, the Clearing Account and all amounts held therein from time to whom any obligations are owed under time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged to the RLSA Lender as additional security for the loan evidenced by the Deed of Trust. In connection with such pledge, the Borrower hereby waives all right of withdrawal from the Clearing Account. The Borrower hereby irrevocably instructs and authorizes you, beginning on the first business day after the Sweep Commencement Date, to disburse on each business day of each week via the ACH System, if available, or otherwise by wire transfer, all amounts constituting available funds on deposit in the Clearing Account to the following account: Bank of the West 1450 Treat Boulevard Walnut Cree, CA 94000 XXX Xx.: 00000000 Account No.: 729-012120 Name: [North Tower, LLC Cash Collateral Account] If transferring such amounts by the ACH System and if required by Clearing Bank, each such transfer shall be promptly paid over to such entitiesinitiated by the Lender or by the Servicer. The subordination provisions contained herein are for If the direct benefit of, and may be enforced byClearing Bank provides electronic data transfer services, the Collateral Agent, the Agent, Clearing Bank shall provide the Lender and the Facility Insurer Servicer access to the Clearing Bank's electronic data transfer system for purposes of effecting such transfers. At any time that funds may not be transferred as described above in this paragraph, the Clearing Bank shall transfer amounts by wire transfer of immediately available funds. The instructions set forth herein are irrevocable and are not subject to modification in any manner, except that the Lender or the Servicer may, by written notice to you, amend the instructions contained herein. In the event that the Clearing Bank fails to acknowledge that its procedures with respect to the Clearing Account are governed by this letter due to an objection to the terms hereof or otherwise, the Borrower hereby appoints the Lender as its attorney-in-fact with full authority to make reasonable changes to this letter and to execute on behalf of the Borrower any new modified letter acceptable to the proposed Clearing Bank. In accordance with the Clearing Bank's procedures, the Clearing Bank shall maintain a record of all deposits and transfers from the Clearing Account and furnish statements to Borrower and Lender, on a monthly basis, of all such transactions. Clearing Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall not exceed the amount of interest which would have been paid on such funds if they had been deposited in the Clearing Account in a timely manner. Clearing Bank shall not be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the limitation on Clearing Bank's liability set forth in this paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the work after receipt of notification from Lender or its designee, Borrower or any third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or any third party with respect to the time of delivery of the advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the mutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of their respective assigneesthe charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. The If, upon the next business day, the Clearing Account continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the same. Matters not covered by this letter shall be determined in accordance with the customary procedures of the Clearing Bank and in the event of a conflict between the terms of this Note may not be amended or otherwise modified without letter and the prior written consent customary procedures of Maxtorthe Clearing Bank, the Purchaser, the Agent and the Facility Insurerterms of this letter shall govern. The Purchaser hereby waives diligence, presentment, demand, protest undersigned also notifies you that the name and notice of any kind whatsoever. Neither this Note, nor any right of Maxtor to receive payments hereunder, shall, without the prior written consent address of the Purchaser current Servicer with respect to the Cash Management Agreement is: Bank of the West 1977 Saturn Street Monterey Park, CA 91000 Xxxxxxxxx: Xxxx Xxxxxxxxxx Xxxxxxxx Telephone: 800-645-0202 or 323-869-4425 Facsimile: 000-000-0004 Xf you have any questions concerning this xxxxxx xx xxe Cash Management Agreement, please contact __________ of the Lender at (___) ___-____ or ___________ of the Servicer at (323) 869-2073. The address of the current Manager is: Maguire Properties, L.P. 555 West Fifth Xxxxxx, Suite 5000 Los Anxxxxx, Xxxxxxxxxx 00000 Xxxxxx acknowledge receipt of this letter and (so long as your agreement to the RLSA remains terms described herein by executing and returning to the Borrower an acknowledgment in effect or any amounts remain outstanding thereunder) the Agent form of Schedule 1 hereto. BORROWER: NORTH TOWER, LLC, a Delaware limited liability company By: North Tower Manager, LLC, a Delaware limited liability company, its Manager and the Facility InsurerMember By: Maguire Properties, be assignedL.P., transferreda Mxxxxxxx limited partnership, exchangedits Member By: Maguire Properties, pledgedInc., hypothecatedx Xxxxland corporation, participated or otherwise conveyedits general partner By: -------------------------------- Name: Richard I. Gilchrist Titlx: Xxxxxxxxx ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By: ------------------------------------------- Name: Title: SCHEDULE 1 ACKNOWLEDGMENT ___________ __, 2003 North Tower, LLC 555 West Fifth Street, Suite 5000 Los Angeles, California 90013 Grxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx, Xxx. THIS NOTE SHALL BE GOVERNED BY000 Xxxxxxxxx Xxxx Xxxxnwich, AND CONSTRUED IN ACCORDANCE WITHConnecticut 06830 Referenxx xx xxxx xx xxxx xxxxxxx Xxxxxxxx Xxxx Xxxxxxction Letter, THE LAWS OF THE STATE OF NEW YORK. MAXTOR FUNDING LLC By:dated ____________, 2003 (the "INSTRUCTION LETTER") from North Tower, LLC (the "BORROWER"). I, ____________ _, on behalf of Bank of the West (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. BANK OF THE WEST By: --------------------- Name: Title: ExhLOCK BOX ADDRESS: North Tower, LLC P.O. Box ______ Los Angeles, California 90054-____ SCH. A-2 1-1 SCHEDULE TO DEFERRED PURCHASE PRICE NOTE DATE ADDITION TO PRINCIPAL AMOUNT AMOUNT 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF PRINCIPAL PAID OR UNPAID PRINCIPAL BALANCE PREPAID NOTATION MADE BY ------- ---------------------------- --------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ExhLESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear [______]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the Property will be paid directly to a bank selected by the Lender. A-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The Therefore, from and after [DATE], all rent to be paid by you under the [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following representations address: [Clearing Bank Name] [Lockbox Address] All checks should be made out to the "[BORROWER]". These payment instructions cannot be withdrawn or modified without the prior written consent of the Lender or its agent (the "SERVICER"), or pursuant to a joint written instruction from the Borrower and warranties the Lender or the Servicer. Until you receive written instructions from the Lender or the Servicer, continue to send all rent payments due under the Lease to [Clearing Bank Name]. All rent payments must be delivered to [Clearing Bank Name] no later than the day on which such amounts are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating due under the Net Eligible Receivables Balance and/or preparing Lease. If you have any questions concerning this letter, please contact [______] at [______]. We appreciate your cooperation in this matter. MAGUIRE PROPERTIES, L.P., a Daily ReportMaryland limxxxx xxrtnership By: Maguire Properties, Borrowing Report or Monthly Remittance Report.Inc., a Marxxxxx xorporation, its sole general partner By: ---------------------------------------- Name: Title:
Appears in 1 contract
Exh. A-1 The obligations undersigned agrees that the Company may, and that the undersigned will, (i) with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Purchaser under this Note are subordinated Company and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company. In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in right of paymentconnection with the proposed Public Offering. The undersigned hereby agrees that, to the extent set forth that the terms of this Lock-Up Agreement conflict with or are in Section 2.1(j) any way inconsistent with any registration rights agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Purchase Agreement, to the prior payment in full of all Loans, Yield, Premium, Accrued Liability undersigned and other any obligations of the Purchaser under undersigned shall be binding upon the RLSAheirs, personal representatives, successors and assigns of the Fee Letter, the Insurance Agreement and the Premium Letterundersigned. Notwithstanding any provision anything herein to the contrary in contrary, if the closing of the Public Offering has not occurred prior to June 15, 2013, this Note or elsewhere, no demand for any payment may be made hereunder, no payment agreement shall be due with respect hereto and Maxtor shall have of 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 terminatedfurther force or effect. 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 BySignature:________________________ 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-3 SCHEDULE A SCHEDULE OF REPRESENTATIONS AND WARRANTIES OF MAXTOR WITH RESPECT TO ELIGIBLE RECEIVABLES The following representations and warranties are made by Maxtor as of each Conveyance Date (and only as of such Conveyance Date) with respect to each Conveyed Receivable which was Conveyed on such Conveyance Date and included as an Eligible Receivable for purposes of calculating the Net Eligible Receivables Balance and/or preparing a Daily Report, Borrowing Report or Monthly Remittance Report.
Appears in 1 contract
Samples: Underwriting Agreement (Javelin Mortgage Investment Corp.)
