IN WITNESS OF the parties have executed this Agreement as of the date first mentioned above. MEMBER NAME COMPANY NAME By: Name: MEMBER NAME Title: MEMBER TITLE EXHIBIT C SPOUSAL CONSENT TO OPERATING AGREEMENT I, the undersigned, being the spouse of one of the members named in the Company Name Operating Agreement (the "Agreement"), acknowledge that:
IN WITNESS OF. WHICH the parties hereto have duly executed this Agreement as of the date set forth on the first page of this Agreement. ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer ALTALINK MANAGEMENT LTD. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer THE BANK OF NOVA SCOTIA, as Agent By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Associate LEGAL_1:83525085.7 Bilateral Facility – Fifth Amended and Restated Credit Agreement – Signature Page THE BANK OF NOVA SCOTIA, as Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Associate Director LEGAL_1:83525085.7 \ SCHEDULE 1 BORROWER’S CERTIFICATE OF COMPLIANCE TO: The Bank of Nova Scotia (“BNS”), as Agent for the Lenders, under the Credit Agreement This Certificate is delivered to you pursuant to the Fifth Amended and Restated Credit Agreement made as of December 15, 2023, as amended, restated or replaced from time to time (the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd. and BNS, as Agent and Lender and the other Lenders party thereto. Capitalized terms used in this Certificate and not otherwise defined have the meanings given in the Credit Agreement. The undersigned has read the provisions of the Credit Agreement which are relevant to the furnishing of this Certificate. The undersigned has made such examination and investigation as was, in the opinion of the undersigned, necessary to enable the undersigned to express an informed opinion on the matters set out herein. The undersigned hereby certifies that as of the date hereof:
IN WITNESS OF. WHICH the parties have executed this Agreement as of the date first written above.
IN WITNESS OF which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written. SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) PERNLI MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) PERSECT MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) FELOX MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX SIGNED and DELIVERED ) /s/ Bxx Xxxxxxx as a DEED by Bxx Xxxxxxx ) as duly authorised attorney ) for and on behalf of ) RESPENT MARINE LTD ) (as a Borrower) ) in the presence of:- SXXX XXXXXXX ) /s/ Sxxx Xxxxxxx IXXX GXXXXX XXXXX LLP AXXXXXX XXXXX, 0 XXXXX XXXXXX XXXXXX X0 0XX Supplemental Agreement No. 1 SIGNED and DELIVERED ) /s/ Cxxxx Xxxx Xxxxxx as a DEED by Kxxx Xxxxx and Txx Xxxx Xxxx ) Cxxxx Xxxx Xxxxxx as duly authorised ) Director for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) /s/ Txx Xxxx Xxxx (as a Bank) ) Txx Xxxx Xxxx in the presence of:- ING Bank N.V. Singapore ) /s/ Cxxx Xxxx Xxxx 1 Xxxxxxx Xxxxxx Cxxx Xxxx Xxxx #10-00 Xxxxx Xxxxx Xxxxxxxxx 000000 SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) CREDIT AGRICOLE ) CORPORATE & INVESTMENT BANK ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Cxxxx Wxx Xxxxx as a DEED by Cxxxx Wxx Xxxxx ) Cxxxx Wxx Xxxxx as duly authorised ) Attorney-in-fact for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Bank) ) in the presence of:- /s/ Rxxxxxx Xxxxxxxxxx ) Rxxxxxx Xxxxxxxxxx SIGNED and DELIVERED ) /s/ Axxx Xxxx as a DEED by Axxx Xxxx...
IN WITNESS OF. WHICH the Parties have executed this Agreement as at the date first above written. CANOPY GROWTH CORPORATION Per: (signed) “Xxxxx Xxxxxx” Authorized Signing Officer I have authority to bind the company.
IN WITNESS OF. THE FACT that the Parties agree with the content of this Agreement, understand it and agree to perform this Agreement, the Parties affix their signatures and declare that this Agreement has been entered into based on their free and serious will. On 23 March 2020 For and on behalf of Xxxxxx Xxxxxx XX a.s., as the Company SIGNATURE Name: Xxxxxx Xxxxxxxxxxxx Position: Chairman of the Board of Directors SIGNATURE Name: Xxxxx Xxxxxx Position: Member of the Board of Directors On 23 March 2020 The Member SIGNATURE
IN WITNESS OF which the parties have executed this document as a deed on the date set out above. EXECUTED and DELIVERED as a DEED by ) RESACA EXPLOITATION, INC ) Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) XXXXXXX XXXXXX LIMITED ) Director In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) ROYAL BANK OF CANADA EUROPE LIMITED ) Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation: EXECUTED and DELIVERED as a DEED by ) XXXXXXX XXXXX c/o XXXXXX XXXXXX ) /s/ Xxxxxxx Xxxxx c/o Xxxxxx Xxxxxx Authorised Signatory In the presence of: Witness Signature: Witness Name: Witness Address: Witness Occupation:
IN WITNESS OF the parties have executed this Agreement as of the date first mentioned above. _______________________________ Member Name Company Name By: Name: Member Name Title: Member EXHIBIT C SPOUSAL CONSENT TO OPERATING AGREEMENT I, the undersigned, being the spouse of one of the members named in the Company Name Operating Agreement (the "Agreement"), acknowledge that: I have read the Agreement in its entirety and understand that: Upon the occurrence of certain events as specified in the Agreement, Company Name (the “Company”) will have the right to and may be obligated to purchase membership interests owned by another member at a price and on terms and conditions set forth in the Agreement; The purchase of any member’s Interest will include his or her entire interest, including any community property interest and other marital property interests of such member’s spouse; and The Agreement imposes certain restrictions on any attempts by me to transfer any interest I may have in the Company or any Interest in the Company by virtue of my marriage. I approve and agree to be bound by all terms of the Agreement and agree that any interest (community property or otherwise) that I may have in the Company are subject to the terms of this spousal consent and the Agreement. I agree that my spouse may join in any future amendments or modifications to the Agreement without any notice to me and without any signature, acknowledgment, agreement or consent on my part. I agree that I will transfer any interest I may have in the Company by my will or estate documents, outright and free of trust to my spouse. I acknowledge that I have been advised and have been encouraged to seek independent counsel of my own choosing to represent me in matters regarding the Operating Agreement and my signing this spousal consent. I consent to the Company and my spouse making and maintaining the Subchapter S Election (if applicable) under the Internal Revenue Code, as amended from time to time.
IN WITNESS OF which the parties to this Agreement have executed this Agreement the day and year first before written. SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) PERNLI MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) PERSECT MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) FELOX MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by Kxxxxxx Xxxxxx ) as duly authorised attorney ) for and on behalf of ) RESPENT MARINE LTD ) (as Borrower) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) CREDIT AGRICOLE CORPORATE & ) INVESTMENT BANK ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Bank) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) CREDIT AGRICOLE CORPORATE & ) INVESTMENT BANK ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) KFW IPEX-BANK GMBH ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) (as a Mandated Lead Arranger) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as Agent) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as Security Trustee) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V., SINGAPORE BRANCH ) (as Coordinator) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) ING BANK N.V. ) (as Original Swap Provider) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) CREDIT AGRICOLE CORPORATE & ) INVESTMENT BANK ) (as Original Swap Provider) ) in the presence of:- ) SIGNED by ) as duly authorised ) for and on behalf of ) KFW IPEX-BANK GM...
IN WITNESS OF. THE FOREGOING, each Party executes this Interest Contribution Agreement as of the date first written above, by the Party’s duly authorized officer. CONTRIBUTORS: ELCO LANDMARK AT BIRMINGHAM MANAGEMENT, LLC By: Elco Landmark Residential Holdings, LLC, a Delaware limited liability company, its sole member By: JLCo, LLC, a Florida limited liability company, its manager By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: President Relating to Landmark Grand at Galleria, LLC (Magnolia) CONTRIBUTORS: LEGACY GALLERIA LLC By: /s/ Xxxxx X. St. Pierre Name: Xxxxx X. St. Pierre Title: CEO Relating to Landmark Grand at Galleria, LLC (Magnolia) CONTRIBUTORS’ REPRESENTATIVE: ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: President Relating to Landmark Grand at Galleria, LLC (Magnolia) PURCHASER: APARTMENT TRUST OF AMERICA HOLDINGS, L.P. By: Apartment Trust of America, Inc., its general partner By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Chief Executive Officer & Chairman of the Board Relating to Landmark Grand at Galleria, LLC (Magnolia) ATA: APARTMENT TRUST OF AMERICA, INC, By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Chief Executive Officer & Chairman of the Board Relating to Landmark Grand at Galleria, LLC (Magnolia) APPENDIX 1
