Exh. 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 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 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 letter and the customary procedures of the Clearing Bank, the terms of this letter shall govern. The undersigned also notifies you that the name and address of the 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 your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the 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 Member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its Member By: Xxxxxxx Properties, Inc., a Maryland corporation, its general partner By:______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:____________________________________________ Name: Title: SCHEDULE 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"). 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 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 A-l $92,528,688.00 June 26, 2003
Appears in 1 contract
Exh. 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 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 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 letter and the customary procedures of the Clearing Bank, the terms of this letter shall govern. The undersigned also notifies you that the name and address of the current Servicer with respect to the Cash Management Agreement is: Bank [Name of the West 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Servicer] [Address of Servicer] [Address of Servicer] 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 contact __________ of the Lender at (___) __)_-____ or ___________ of the Servicer at (___) ___-_____ or_______________of the Servicer at (000) 000-0000. The address of the current Manager is: Xxxxxxx Properties--------------------- 555 West Fifth Street, L.P. 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxxxxSuite 5000 Los Axxxxxx, Xxxxxxxxxx 00000 Please acknowledge Xxxxxx xxxxxwledge receipt of this letter and your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: NORTH TOWERLIBRARY SQUARE ASSOCIATES, LLC, a Delaware limited liability company By: North Tower ManagerBunker Hill Senior Mezzanine, LLC, a Delaware limited liability company, its Manager and Member sole member By: Xxxxxxx Bunker Hill Junior Mezzanine, LLC, a Delaware limited liability company, its sole member By: New BHE, LLC, a Delaware limited liability company, its sole member By: Maguire Properties, L.P., a Maryland Mxxxxxxx limited partnership, its Member sole member By: Xxxxxxx Maguire Properties, Inc., a Maryland x Xxxyland corporation, its sole general partner By:______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:____________________________________________ Name: Title: SCHEDULE 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"). 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 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 A-l $92,528,688.00 June 26, 2003:
Appears in 1 contract
Exh. Clearing Bank assumes The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no duty to discharge delay in exercising, any obligation rights hereunder on the part of Borrower to Lender or othersthe holder hereof shall operate as a waiver of such rights. If Clearing Bank disburses payments later than set forth hereinThis Revolving Credit Note shall be governed by, 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 and construed 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 controlaccordance with, 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 laws of the limitation on Clearing Bank's liability set forth in this paragraphState of New York. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event[NAME OF A BORROWER] By Name: Title: Dated: , 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 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 day20__ FOR VALUE RECEIVED, the Clearing Account continues to contain insufficient fundsundersigned, 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 letter and the customary procedures of the Clearing Bank, the terms of this letter shall govern. The undersigned also notifies you that the name and address of the 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 your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: NORTH TOWER, Rayonier Operating Company LLC, a Delaware limited liability company By: North Tower Manager(the “Borrower”), LLC, a Delaware limited liability company, its Manager and Member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its Member By: Xxxxxxx Properties, Inc., a Maryland corporation, its general partner By:____________________HEREBY PROMISES TO PAY to the order of __________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS(the “Lender”) for the account of its Applicable Lending Office on the Maturity Date (each as defined in the Credit Agreement referred to below) the principal amount of each Term Loan Advance from time to time made by the Lender to the Borrower pursuant to the Credit Agreement, INC.dated as of August 5, a Delaware corporation By:____________________________________________ Name: Title: SCHEDULE 1 ACKNOWLEDGMENT ________,2003 North Tower2015, LLC 000 Xxxx Xxxxx Xxxxxxamong Rayonier Inc., Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Greenwich Capital Financial ProductsRayonier TRS Holdings, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxxand Rayonier Operating Company LLC, Xxxxxxxxxxx 00000 Reference as borrowers, the Lender and certain other lenders parties thereto and CoBank, ACB, as Issuing Bank, Swing Line Lender and Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan Advance from the date of such Term Loan Advance until such principal amount is made to that certain Clearing Bank Instruction Letterpaid in full, dated _____________________________at such interest rates, 2003 (and payable at such times, as are specified in the "INSTRUCTION LETTER") from North Tower, LLC (the "BORROWER")Credit Agreement. I, _____________________________, on behalf of Bank Both principal and interest are payable in lawful money of the West (United States of America to CoBank, as Administrative Agent, at the "BANK")Administrative Agent’s Account, hereby acknowledge receipt in same day funds. Each Term Loan Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, may be endorsed on the grid attached hereto which is part of this Term Loan Note. This Term Loan Note is one of the instructions set forth in Notes referred to in, and is entitled to the Instruction Letter and notice benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Term Loan Advances by the Lender to the Borrower from time to time, the indebtedness of the pledges Borrower resulting from each such Term Loan Advance being evidenced by this Term Loan Note and security interest described therein. The Bank hereby agrees to perform (ii) contains provisions for acceleration of the instructions set forth in the Instruction Letter maturity hereof upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") happening 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 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter certain stated events and also for [Property] Dear[_________]: [BORROWER], the owner prepayments on account 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 principal hereof prior to the following address: [Clearing Bank Name] [Lockbox Address] All checks should be made out to maturity hereof upon 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 terms 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 A-l $92,528,688.00 June 26, 2003conditions therein specified.
Appears in 1 contract
Samples: Credit Agreement (Rayonier Inc)
Exh. The Clearing Bank assumes no duty to discharge Account shall be an account of each Borrower but shall be under the sole dominion and control of the Lender and any obligation servicer (a "SERVICER") or other designee of Borrower to the Lender named below or othersin a subsequent written notice from the Lender. If The Clearing Bank disburses payments later than set forth hereinAccount shall be assigned the federal tax identification number of the Borrower, its liability for making late disbursements which number is 00-0000000. You shall not exceed the amount of interest which would have been paid hold amounts on such funds if they had been deposited deposit in the Clearing Account in a timely manner. Clearing Bank as agent for the Lender and shall not be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection commingle such amounts 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 other amounts held by equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable controlyou on behalf of the Lender, the failure Borrower or any other person or entity. If, in accordance with standard operating procedures, the Clearing Account may be established as a trust account for the benefit of either party to give Clearing Bank clear and explicit notices and instructionsthe Lender, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree 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 time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged to the 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 initiated by the Lender or by the Servicer. If the Clearing Bank provides electronic data transfer services, the Clearing Bank shall provide the Lender and the fees charged by Clearing Bank have been established in contemplation of Servicer access to the limitation on Clearing Bank's liability set forth 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. 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 transfer amounts by wire transfer of immediately available funds. The instructions set forth herein are irrevocable and are not subject to deliver modification in any manner, except that 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 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 time of delivery 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 advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close Borrower any new modified letter acceptable to the mutually agreed upon time as may be reasonably practicableproposed Clearing Bank. If In accordance with the Clearing Bank's procedures, the Clearing Bank is unable to debit shall maintain a record of all deposits and transfers from the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which and furnish statements to reimburse itself Borrower and Lender, on a particular business day for any monthly basis, 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 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 letter and the customary procedures of the Clearing Bank, the terms of this letter shall govern. The undersigned also notifies you that the name and address of the 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 your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the 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 Member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its Member By: Xxxxxxx Properties, Inc., a Maryland corporation, its general partner By:______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INCall such transactions., a Delaware corporation By:____________________________________________ Name: Title: SCHEDULE 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"). 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 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 A-l $92,528,688.00 June 26, 2003
Appears in 1 contract
Exh. Clearing Bank assumes The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no duty to discharge delay in exercising, any obligation rights hereunder on the part of Borrower to Lender or othersthe holder hereof shall operate as a waiver of such rights. If Clearing Bank disburses payments later than set forth hereinThis Revolving Credit Note shall be governed by, 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 and construed 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 controlaccordance with, 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 laws of the limitation on Clearing Bank's liability set forth in this paragraphState of New York. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event[NAME OF A BORROWER] By Name: Title: Exh. A-1-3 Dated: , 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 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 day20__ FOR VALUE RECEIVED, the Clearing Account continues to contain insufficient fundsundersigned, 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 letter and the customary procedures of the Clearing Bank, the terms of this letter shall govern. The undersigned also notifies you that the name and address of the 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 your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: NORTH TOWER, Rayonier Operating Company LLC, a Delaware limited liability company By: North Tower Manager(the “Borrower”), LLC, a Delaware limited liability company, its Manager and Member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its Member By: Xxxxxxx Properties, Inc., a Maryland corporation, its general partner By:____________________HEREBY PROMISES TO PAY to the order of __________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS(the “Lender”) for the account of its Applicable Lending Office on the Maturity Date (each as defined in the Credit Agreement referred to below) the principal amount of each Term Loan Advance from time to time made by the Lender to the Borrower pursuant to the Credit Agreement, INC.dated as of August 5, a Delaware corporation By:____________________________________________ Name: Title: SCHEDULE 1 ACKNOWLEDGMENT ________,2003 North Tower2015, LLC 000 Xxxx Xxxxx Xxxxxxamong Rayonier Inc., Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Greenwich Capital Financial ProductsRayonier TRS Holdings, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxxand Rayonier Operating Company LLC, Xxxxxxxxxxx 00000 Reference as borrowers, the Lender and certain other lenders parties thereto and CoBank, ACB, as Issuing Bank, Swing Line Lender and Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan Advance from the date of such Term Loan Advance until such principal amount is made to that certain Clearing Bank Instruction Letterpaid in full, dated _____________________________at such interest rates, 2003 (and payable at such times, as are specified in the "INSTRUCTION LETTER") from North Tower, LLC (the "BORROWER")Credit Agreement. I, _____________________________, on behalf of Bank Both principal and interest are payable in lawful money of the West (United States of America to CoBank, as Administrative Agent, at the "BANK")Administrative Agent’s Account, hereby acknowledge receipt in same day funds. Each Term Loan Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, may be endorsed on the grid attached hereto which is part of this Term Loan Note. This Term Loan Note is one of the instructions set forth in Notes referred to in, and is entitled to the Instruction Letter and notice benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Term Loan Advances by the Lender to the Borrower from time to time, the indebtedness of the pledges Borrower resulting from each such Term Loan Advance being evidenced by this Term Loan Note and security interest described therein. The Bank hereby agrees to perform (ii) contains provisions for acceleration of the instructions set forth in the Instruction Letter maturity hereof upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") happening 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 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter certain stated events and also for [Property] Dear[_________]: [BORROWER], the owner prepayments on account 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 principal hereof prior to the following address: [Clearing Bank Name] [Lockbox Address] All checks should be made out to maturity hereof upon 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 terms 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 A-l $92,528,688.00 June 26, 2003conditions therein specified.
Appears in 1 contract
Samples: Credit Agreement (Rayonier Inc)
Exh. 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 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 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 letter and the customary procedures of the Clearing Bank, the terms of this letter shall govern. The undersigned also notifies you that the name and address of the current Servicer with respect to the Cash Management Agreement is: Bank [Name of the West 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Servicer] [Address of Servicer] [Address of Servicer] 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 contact______________of the Lender at (____) __-__ or__________of the Servicer 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 your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: NORTH TOWERLIBRARY SQUARE ASSOCIATES, LLC, a Delaware limited liability company By: North Tower ManagerBunker Hill Senior Mezzanine, LLC, a Delaware limited liability company, its Manager and Member sole member By: Bunker Hill Junior Mezzanine, LLC, a Delaware limited liability company, 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 Member sole member By: Xxxxxxx Properties, Inc., a Maryland corporation, its sole general partner By:______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:___________________________ Name: Title: SCHEDULE 1 FORM OF ACKNOWLEDGMENT __________________ Name: Title: SCHEDULE 1 ACKNOWLEDGMENT ________,2003 North TowerLibrary 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 North TowerLibrary Square Associates, LLC (the "BORROWER"). I, [_______________], on behalf of_____________________________, 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 [INSERT SIGNATURE BLOCK OF THE WEST By:_________________________ Name: Title: BANK] LOCK BOX ADDRESS: North TowerLibrary Square Associates, LLC P.O. Box__________ Los AngelesX.X. Xxx 000000 Xxx Xxxxxxx, California 90054-______ Xxxxxxxxxx 00000-0000 SCH. 1-1 SCHEDULE 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] DearDear [_________]: [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:______________________________- By:___________________________ Name: Title: SUBSTITUTE PROMISSORY NOTE A-l $92,528,688.00 $ 130,260,000.00 June 26, 2003
Appears in 1 contract
