Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Parent and the Company irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Parent and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Parent and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Hunt J B Transport Services Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of~~ the Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Essex Portfolio, L.P. Note Purchase Agreement (d) ~~THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx~~ the Notes or any other document executed in connection herewith or therewith. Essex Portfolio, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company. Very truly yours, Essex Portfolio, L.P. By: Essex Property Trust, Inc., Its sole general partner By Name: Xxxx ~~Xxx Xxxx~~X. Xxxx Title: Senior Vice President Essex Property Trust, ~~Xxx~~ Inc. By Name: Xxxx ~~00000 ABA No~~X. Xxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date thereof. ~~000-000-000 Credit: New York~~ [Variation] By Its Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. USAA Life Insurance Company ~~General Account No~~By Name: Title: Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Pacific Life Insurance Company ~~c/o New York~~ By Name: Title: By Name: Title: Pacific Life ~~Investment~~ & Annuity Company By Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President By Name: Xxxx X. Xxxxxxxx Title: Assistant Secretary Essex Portfolio, L.P. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. MassMutual Asia Limited By: Babson Capital Management LLC ~~00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention~~as Investment Adviser By Name: ~~Financial Management Securities Operations 2nd Floor Fax #~~Title: ~~(000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York~~ Massachusetts Mutual Life Insurance Company ~~c/o New York Life Investment~~ By: Babson Capital Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life as Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Adviser By Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic DeliveryTitle: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Essex Property Trust Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of~~ the Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Essex Portfolio, L.P. Note Purchase Agreement (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) ~~THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx~~ the Notes or any other document executed in connection herewith or therewith. Essex Portfolio, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company. Very truly yours, Essex Portfolio, L.P., a California limited partnership By: Essex Property Trust, Inc., a Maryland corporation, its general partner By Name: Xxxx ~~Xxx Xxxx~~X. Xxxx Title: Senior Vice President Essex Property Trust, ~~Xxx~~ Inc., a Maryland corporation By Name: Xxxx ~~00000 ABA No. 000-000-000 Credit~~X. Xxxx Title: ~~New York~~ Senior Vice President Essex Portfolio, L.P. Note Purchase Agreement The Prudential Insurance Company of America By Name: Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement Pruco Life Insurance Company By Name: Title: Assistant Vice President Essex Portfolio, L.P. Note Purchase Agreement Prudential Retirement Insurance and Annuity Company By: Prudential Investment Management, Inc., as investment manager By Name: Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement BCBSM, Inc. DBA Blue Cross and Blue Shield of Minnesota By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General ~~Account No. 000~~Partner) By Name: Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement Physicians Mutual Insurance Company By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Name: Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement Aviva Life and Annuity Company By: Aviva Investors North America, Inc., Its authorized attorney-0in-~~00000 with sufficient information (including issuer~~fact By Name: Xxxxx X. Xxxx Title: VP-Private Fixed Income Essex Portfolio, ~~PPN number~~L.P. Note Purchase Agreement United Services Automobile Association By Name: Title: Essex Portfolio, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York L.P. Note Purchase Agreement USAA Life Insurance Company ~~c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~By Name: Title: Essex Portfolio, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York L.P. Note Purchase Agreement Minnesota Life Insurance Company ~~c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~American Republic Insurance Company By: Advantus Capital Management, ~~Xxx Xxxx 00000 Attention~~Inc. By Name: ~~Fixed Income Investors Group Private Finance 2nd Floor Fax #~~Title: ~~(000) 000-0000 with a copy sent electronically to~~Essex Portfolio, L.P. Note Purchase Agreement NGM Insurance Company By Name: ~~XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to~~Title: ~~Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx~~Essex Portfolio, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York L.P. Note Purchase Agreement Gleaner Life Insurance ~~and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx~~Society By Name: Title: Essex Portfolio, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life L.P. Note Purchase Agreement Protective Life Insurance Company ~~$30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank~~ By Name: ~~ABA Routing #~~Title: ~~Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan~~ Essex Portfolio, L.P. Note Purchase Agreement Protective Life Insurance Company ~~Ref~~of New York By Name: ~~X.X. Xxxx Transport Services~~Title: Essex Portfolio, ~~Inc. 5.31% Bonds due March 29~~L.P. Note Purchase Agreement Blue Cross Blue Shield of Mississippi, ~~2011 with sufficient information to identify the source and application~~ a Mutual Insurance Company By Name: Title: Essex Portfolio, L.P. Note Purchase Agreement Pennsylvania Professional Liability Joint Underwriting Association By Name: Title: Essex Portfolio, L.P. Note Purchase Agreement Blue Cross Blue Shield of ~~such funds~~Wyoming By Name: Title: Essex Portfolio, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan L.P. Note Purchase Agreement EquiTrust Life Insurance Company ~~Investments~~By Name: Title: Essex Portfolio, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan L.P. Note Purchase Agreement Farm Bureau Life Insurance Company ~~X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx~~By Name: Title: Essex Portfolio, ~~Xxx Xxxxxx 00000-0000 Attention~~L.P. Note Purchase Agreement Farm Bureau Property & Casualty Insurance Company By Name: ~~Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes~~Title: ~~Metropolitan~~ Essex Portfolio, L.P. Note Purchase Agreement Primerica Life Insurance Company ~~Securities Investments~~By: Conning Inc., Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attentionas Investment Manager By Name: Xxxx ~~Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa~~X. XxXxxxxx Title: Director Essex Portfolio, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interestL.P. Note Purchase Agreement As used herein, the ~~Company shall seek instructions from~~ following terms have the ~~holder, and~~ respective meanings set forth below or set forth in the ~~absence of instructions to the contrary, will make~~ Section hereof following such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Deliveryterm: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Essex Property Trust Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent and the Company~~ The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes~~. To~~ . (b) The Issuer agrees, to the fullest extent permitted by applicable law, ~~each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as~~ that a ~~defense or otherwise,~~ final judgment in any ~~claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such~~ suit, action or proceeding of the nature referred to in Section 17.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any ~~claim that~~ other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such ~~suit, action or proceeding brought in any such court has been brought in an inconvenient forum~~judgment. (bc) ~~Each of the Parent and the Company~~ The Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~17.7(a) by mailing a copy thereof by ~~registered~~ registered, certified priority or ~~certified~~ express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 14 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the Parent and the Company~~ The Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section ~~22.8~~ 17.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the ~~Company~~ Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Texas Capital Bancshares Inc/Tx)

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Parent and the Company irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Parent and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Parent and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Parent. Very truly yours, X.X. XXXX TRANSPORT, INC. By: Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer X.X. XXXX TRANSPORT SERVICES, INC. By: Name: Xxxxx X. Xxxxxxxx Title: Treasurer This Agreement is accepted and agreed to as of the date thereof. By: Vice President By: Vice President By: Prudential Investment Management, Inc., as investment manager By: Vice President METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY OF CONNECTICUT by Metropolitan Life Insurance Company, its Investment Manager Name: Title: (executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to MetLife Insurance Company of Connecticut as a Purchaser) TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY Name: Title: UNUM LIFE INSURANCE COMPANY OF AMERICA Its: Agent By: Name: Title: PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY Its: Agent By: Name: Title: By: CIGNA Investments, Inc. (authorized agent) By: Name: Title By: CIGNA Investments, Inc. (authorized agent) By: Name: Title By: Advantus Capital Management, Inc. By: Name: Title: GREAT WESTERN INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: INDUSTRIAL-ALLIANCE PACIFIC LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: THE CATHOLIC AID ASSOCIATION By: Advantus Capital Management, Inc. By: Name: Title: AMERICAN REPUBLIC INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: By: Advantus Capital Management, Inc. By: Name: Title: GUIDEONE MUTUAL INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: GUIDEONE PROPERTY AND CASUALTY INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: SECURITY NATIONAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: FORT DEARBORN LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Name: Title: By: Advantus Capital Management, Inc. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: COTTON STATES LIFE INSURANCE By: Name: Title: By: Xxxxx Xxxxxx Senior Investment Officer By: Xxxxxxx X. Xxxxxxx Investment Officer $ 8,850,000 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 18,050,000 All payments on account of Notes held by such purchaser (1) ~~JPMorgan~~ shall be made by wire transfer of immediately available funds for credit to: Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $8,850,000) Account Name: The Prudential - Privest Portfolio Account No.: P86189 (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $18,050,000) XXXxxxxx Xxxxx Xxxx Xxx Xxxx, ~~Xxx Xxxx 00000~~ XX ABA No. .: 000-000-000 ~~Credit: New York Life Insurance Company General Account~~ Each such wire transfer shall set forth the name of the Company, a reference to “6.08% Senior Notes due 2014, Security No. ~~000-0-00000 with sufficient information (including issuer~~INV10903, PPN ~~number~~44565# AE1” and the due date and application (as among principal, interest ~~rate, maturity~~ and ~~whether~~ Make-Whole Amount) of the payment ~~is of principal, premium, or interest) to identify the source and application of such funds~~being made. (2) ~~All~~ Address for all notices ~~of payments and written confirmations of such wire transfers and any audit confirmation~~relating to payments: ~~New York Life~~ The Prudential Insurance Company of America c/o ~~New York Life~~ Investment ~~Management LLC 00 Xxxxxxx~~ Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx ~~Xxx Xxxx~~Xxxxxx, ~~Xxx Xxxx~~ XX 00000-0000 Attention: ~~Financial~~ Manager, Xxxxxxxx and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director (4) Recipient of telephonic prepayment notices: Manager, Trade Management ~~Securities Operations 2nd Floor Fax #~~Group Telephone: (000) 000-0000 ~~with a copy sent electronically~~ Facsimile:(000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: ~~XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~Prudential Capital Group 0000 Xxxxxxxxx Xxxxxx, ~~Xxx Xxxx~~ Xxxxx 000 Xxxxxxx, XX 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxxx Xxxxxx ~~xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #~~Telephone: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax IDIdentification No.: 00-0000000 ~~NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000~~ PRUCO LIFE INSURANCE COMPANY $ 13,650,000 All payments on account of Notes held by such purchaser (1) shall be made by wire ~~or intrabank~~ transfer of immediately available funds for credit to~~: (1)~~ : JPMorgan ~~Xxxxx Xxxx Xxx Xxxx~~Chase Bank New York, ~~Xxx Xxxx 00000~~ NY ABA No. .: 000-000-000 ~~Credit: New York Life Insurance and Annuity Corporation General~~ Account No.: P86192 (please do not include spaces) Account Name: Pruco Life Private Placement Each such wire transfer shall set forth the name of the Company, a reference to “6.08% Senior Notes due 2014, Security No. ~~000-0-00000 with sufficient information (including issuer~~INV10903, PPN ~~number~~44565# AE1” and the due date and application (as among principal, interest ~~rate, maturity~~ and ~~whether~~ Make-Whole Amount) of the payment ~~is of principal, premium, or interest) to identify the source and application of such funds~~being made. (2) ~~All~~ Address for all notices ~~of payments and written confirmations of such wire transfers and any audit confirmation~~relating to payments: ~~New York~~ Pruco Life Insurance ~~and Annuity Corporation~~ Company c/o ~~New York Life~~ The Prudential Insurance Company of America c/o Investment ~~Management LLC 00 Xxxxxxx~~ Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx ~~Xxx Xxxx~~Xxxxxx, ~~Xxx Xxxx~~ XX 00000-0000 Attention: ~~Financial~~ Manager, Xxxxxxxx and Collections (3) Address for all other communications and notices: Pruco Life Insurance Company c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director (4) Recipient of telephonic prepayment notices: Manager, Trade Management ~~Securities Operations 2nd Floor Fax #~~Group Telephone: (000) 000-0000 ~~with a copy sent electronically~~ Facsimile:(000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: ~~XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~Prudential Capital Group 0000 Xxxxxxxxx Xxxxxx, ~~Xxx Xxxx~~ Xxxxx 000 Xxxxxxx, XX 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxxx Xxxxxx ~~xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #~~Telephone: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address Addresses for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Master Note Purchase Agreement (Hunt J B Transport Services Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of~~ the Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) ~~THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan~~ the Notes or any other document executed in connection herewith or therewith. Essex Portfolio, L.P. Note Purchase Agreement Very truly yours, Essex Portfolio, L.P. By: Essex Property Trust, Inc., Its sole general partner By Name: Xxxx X. Xxxx Title: Senior Vice President Essex Property Trust, Inc. By Name: Xxxx X. Xxxx Title: Senior Vice President Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Aviva Life and Annuity Company By: Aviva Investors North America, Inc., Its authorized attorney-in-fact By Name: Xxxxx X. Xxxx ~~Xxx Xxxx~~Title: VP-Private Fixed Income Essex Portfolio, ~~Xxx Xxxx 00000 ABA No~~L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ~~000-000-000 Credit~~CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmationBy Name: ~~New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention~~Xxxxxxxx X. Xxxxxxxxx Title: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED Corporate Vice President New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o By New York Life Investment Management ~~LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~LLC, ~~Xxx Xxxx 00000-0000 Attention~~its Investment Manager By Name: ~~Financial Management Securities Operations 2nd Floor Fax #~~Xxxxxxxx X. Xxxxxxxxx Title: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED Director New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account ~~$500,000 All payments by wire or intrabank transfer~~ (BOLI 3) By New York Life Investment Management LLC, its Investment Manager By Name: Xxxxxxxx X. Xxxxxxxxx Title: Director Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of ~~immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No~~the date thereof. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account ~~c/o~~ (BOLI 3-2) By New York Life Investment Management ~~LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~LLC, ~~Xxx Xxxx 00000-0000 Attention~~its Investment Manager By Name: ~~Financial Management Securities Operations 2nd Floor Fax #~~Xxxxxxxx X. Xxxxxxxxx Title: ~~(000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications:~~ Director New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account ~~c/o~~ (BOLI 30C) By New York Life Investment Management ~~LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~LLC, ~~Xxx Xxxx 00000 Attention~~Its Investment Manager By Name: ~~Fixed Income Investors Group Private Finance 2nd Floor Fax #~~Xxxxxxxx X. Xxxxxxxxx Title: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED Director New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account ~~$500,000 All payments by wire or intrabank transfer of immediately available funds to:~~ (1BOLI 30E) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o By New York Life Investment Management ~~LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~LLC, ~~Xxx Xxxx 00000-0000 Attention~~Its Investment Manager By Name: Xxxxxxxx X. Xxxxxxxxx Title: Director Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. United Insurance Company of America By: Advantus Capital Management, Inc. By: Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President American Fidelity Assurance Company By: Advantus Capital Management, Inc. By: Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President Catholic United Financial ~~Management Securities Operations 2nd Floor Fax #~~By: ~~(000) 000-0000 with a copy sent electronically to~~Advantus Capital Management, Inc. By: ~~XXXXXxxxxxx@xxxxx.xxx (3) All other communications~~Name: ~~New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention~~Xxxxxxxx X. Xxxxxxxx Title: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Vice President Farm Bureau Life Insurance Company ~~$30,000,000 (1) All scheduled payments~~ of ~~principal and interest by wire transfer of immediately available funds to~~Michigan By: ~~Bank~~ Advantus Capital Management, Inc. By: Name: ~~ABA Routing #~~Xxxxxxxx X. Xxxxxxxx Title: ~~Account No.~~Vice President Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Blue Cross and Blue Shield of Florida, Inc. By: ~~Account~~ Advantus Capital Management, Inc. By: Name: ~~JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan~~ Xxxxxxxx X. Xxxxxxxx Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Prudential Insurance Company of America By: Vice President Pruco Life Insurance Company ~~Ref~~By: ~~X.X. Xxxx Transport Services~~Assistant Vice President United Insurance Company of America By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2as its General Partner) ~~All notices and communications, including notices of payments and written confirmations of such wire transfers~~By: ~~Metropolitan~~ Vice President Farmers New World Life Insurance Company ~~Investments~~By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private ~~Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx~~Placement Investors, ~~Xxx Xxxxxx 00000-0000 Attention~~Inc. (as its General Partner) By: ~~Director Facsimile (000) 000-0000 With a copy OTHER than with respect~~ Vice President Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to ~~deliveries~~ as of ~~financial statements to: Metropolitan~~ the date thereof. Xxxxxxx National Life Insurance Company ~~X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx~~By: PPM America, ~~Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery~~ Inc., as attorney in fact, on behalf of ~~Notes: Metropolitan~~ Xxxxxxx National Life Insurance Company ~~Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention~~By: Name: Xxxxxx X. Xxxxxxxx, CFA Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Great-West Life & Annuity Insurance Company By Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments By Name: Xxxxx Xxxxxxx Title: Manager, Investments Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Thrivent Financial for Lutherans By Name: Xxxxxxxx Xxxxxxxx Title: Director Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Knights of Columbus By Name: Xxxxxxx X. Xxxxxx, ~~Esq. (5) Forward (a) one copy~~ Xx. Title: Supreme Secretary Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the ~~legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies~~ date thereof. Genworth Life and Annuity Insurance Company By Name: Xxxx X. Xxxxxx Title: Investment Officer Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the ~~principal documents; and (d) 1 CD-ROM of the closing documents to~~date thereof. MassMutual Asia Limited By: ~~Metropolitan~~ Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director Massachusetts Mutual Life Insurance Company ~~Attention~~By: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Babson Capital Management LLC as Investment Adviser By Name: ~~ABA Routing #~~Xxxxxxxxx X. Xxxxxxxx Title: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Managing Director ~~Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan~~ C.M. Life Insurance Company ~~X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx~~By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director Essex Portfolio, ~~Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery~~ L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of ~~Notes: MetLife Investors Insurance Company Metropolitan~~ the date thereof. Protective Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and National Teachers Associates Life Insurance Company ~~$7,000,000~~LifeCare Assurance Company Equitable Reserve Association Central States Health & Life Company of Omaha Catholic Holy Family Society American Home Life Insurance Company By: Asset Allocation & Management Company, L.L.C., its authorized Attorney-In-Fact By Name: Xxxx X. XxXxxxxxx Title: Vice President Essex Portfolio, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MONY Life Insurance Company By Name: Xxx Xxxx Title: Investment Officer AXA Equitable Life Insurance Company By Name: Xxx Xxxx Title: Investment Officer Name and Address of Purchaser Principal Amount and Series of Notes to Be Purchased (to Note Purchase Agreement) Essex Portfolio, L.P. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Essex Property Trust Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of~~ the Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Mid-America Apartments, L.P. Note Purchase Agreement (b) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) ~~THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.~~ the Notes or any other document executed in connection herewith or therewith. Mid-America Apartments, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company. Very truly yours, Mid-America Apartments, L.P., a Tennessee limited partnership By: Mid-America Apartment Communities, Inc., a Tennessee corporation, its general partner By /s/Axxxxx X. Xxxxxxxx XXX Name: Axxxxx X. Xxxxxxxx XXX Title: Executive Vice President, Chief Financial Officer Mid-America Apartment Communities, Inc. a Tennessee corporation By /s/Axxxxx X. Xxxxxxxx XXX Name: Axxxxx X. Xxxxxxxx XXX Title: Executive Vice President, Chief Financial Officer Mid-America Apartments, L.P. Note Purchase Agreement The Prudential Insurance Company of America By Name: Title: Vice President Prudential Retirement Insurance and Annuity Company By: Prudential Investment Management, Inc., as investment manager By Vice President Prudential Arizona Reinsurance Captive Company By: Prudential Investment Management, Inc., as investment manager By Vice President The Gibraltar Life Insurance Co., Ltd. By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By Vice President Mid-America Apartments, L.P. Note Purchase Agreement United Insurance Company of America By: Prudential Private Placement Investors, L.P. (1as Investment Advisor) ~~JPMorgan Xxxxx Xxxx Xxx Xxxx~~By: Prudential Private Placement Investors, ~~Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York~~ Inc. (as its General Partner) By Vice President PRUCO Life Insurance Company ~~General Account No. 000~~By Assistant Vice President Mid-0America Apartments, L.P. Note Purchase Agreement Teachers Insurance and Annuity Association of America By Name: Title: Mid-~~00000 with sufficient information (including issuer~~America Apartments, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York L.P. Note Purchase Agreement Jxxxxxx National Life Insurance Company ~~c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~By: PPM America, ~~Xxx Xxxx 00000~~Inc., as attorney-~~0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000~~in-~~0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York~~ fact, on behalf of Jxxxxxx National Life Insurance Company ~~c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention~~By Name: ~~Fixed Income Investors Group Private Finance 2nd Floor Fax #~~Title: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Jxxxxxx National Life Insurance Company ~~$30,000,000 (1) All scheduled payments~~ of ~~principal and interest by wire transfer~~ New York By: PPM America, Inc., as attorney-in-fact, on behalf of ~~immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan~~ Jxxxxxx National Life Insurance Company ~~Ref~~of New York By Name: ~~X.X. Xxxx Transport Services~~Title: Mid-America Apartments, L.P. Note Purchase Agreement Ensign Peak Advisors, Inc. ~~5.31% Bonds due March 29~~By Name: Mxxxxxx X. Xxxx Title: Senior Portfolio Manager Mid-America Apartments, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan L.P. Note Purchase Agreement The Guardian Life Insurance Company ~~Investments~~of America By Name: Title: Mid-America Apartments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan L.P. Note Purchase Agreement USAA Life Insurance Company ~~X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx~~By Name: Title: USAA Casualty Insurance Company By Name: Title: Catastrophe Reinsurance Company By Name: Title: Mid-America Apartments, ~~Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan~~ L.P. Note Purchase Agreement Genworth Life Insurance Company ~~Securities Investments~~By Name: Title: Genworth Life and Annuity Insurance Company By Name: Title: Mid-America Apartments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan L.P. Note Purchase Agreement Farm Bureau Life Insurance Company ~~Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set~~ of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Michigan Farm Bureau Mutual Insurance Company ~~$15,000,000 (1) All scheduled payments~~ of ~~principal and interest by wire transfer of immediately available funds to~~Michigan American Fidelity Assurance Company Catholic United Financial Equitable Life & Casualty Insurance Company By: ~~Bank~~ Advantus Capital Management, Inc. By: Name: ~~ABA Routing #~~Title: ~~Account No.: Account~~ Mid-America Apartments, L.P. Note Purchase Agreement Knights of Columbus By Name: ~~JPMorgan Chase Bank 000~~Its: Mid-~~000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services~~America Apartments, L.P. Note Purchase Agreement Prime Reinsurance Company, Inc. ~~5.31% Bonds due March 29~~By: Conning, ~~2011 with sufficient information to identify the source and application of such funds~~Inc., including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfersas Investment Manager By Name: ~~MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention~~Sxxxxx Xxxxxxx Title: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000Director

Appears in 1 contract

Samples: Note Purchase Agreement (Mid America Apartment Communities Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent and the~~ The Company irrevocably submits to the non-exclusive jurisdiction of any ~~New York state~~ Illinois State or federal court sitting in ~~the Borough of Manhattan~~Chicago, ~~The City of New York~~Illinois, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of the Parent and~~ the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such ~~court~~court (except for counterclaims or defenses in a proceeding initiated by a holder of a Note against the Company in a court in a different jurisdiction), any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the Parent and the~~ The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~22.4(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the Parent and the~~ The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section ~~22.8~~ 22.4 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Cerner Corp /Mo/)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of~~ the Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) ~~THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.~~ the Notes or any other document executed in connection herewith or therewith. Xxx-Xxxxxxx Xxxxxxxxxx, X.X. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company. Very truly yours, Mid-America Apartments, L.P., a Tennessee limited partnership By: Mid-America Apartment Communities, Inc., a Tennessee corporation, its general partner By Name: Axxxxx X. Xxxxxxxx III Title: Executive Vice President, Chief Financial Officer Mid-America Apartment Communities, Inc. a Tennessee corporation By Name: Axxxxx X. Xxxxxxxx III Title: Executive Vice President, Chief Financial Officer Mid-America Apartments, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Prudential Insurance Company of America By Name: Title: Vice President Prudential Retirement Insurance and Annuity Company By: Prudential Investment Management, Inc., as investment manager By MTL Insurance Company By: Prudential Private Placement Investors, L.P. (1as Investment Advisor) ~~JPMorgan Xxxxx Xxxx Xxx Xxxx~~By: Prudential Private Placement Investors, ~~Xxx Xxxx 00000 ABA No~~Inc. (as its General Partner) By Vice President Physicians Mutual Insurance Company By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Vice President Mid-America Apartments, L.P. Note Purchase Agreement Medica Health Plans By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Vice President BCBSM, Inc. DBA Blue Cross and Blue Shield of Minnesota By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Vice President Mid-America Apartments, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ~~000-000-000 Credit: New York~~ AXA Equitable Life Insurance Company ~~General Account No~~By Name: Title: Mid-America Apartments, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ~~000~~Knights of Columbus By Name: Title: Mid-~~0-00000 with sufficient information (including issuer~~America Apartments, ~~PPN number, interest rate, maturity~~ L.P. Note Purchase Agreement This Agreement is hereby accepted and ~~whether payment is~~ agreed to as of ~~principal, premium, or interest) to identify~~ the ~~source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York~~ date thereof. USAA Life Insurance Company ~~c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx~~By Name: Title: United Services Automobile Association By Name: Title: Mid-America Apartments, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. American Republic Insurance Company Blue Cross and Blue Shield of Florida, Inc. Fort Dearborn Life Insurance Company ~~c/o~~ New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Era Life Insurance ~~and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer~~ United Insurance Company of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life America Farm Bureau Life Insurance Company ~~$30,000,000 (1) All scheduled payments~~ of ~~principal and interest by wire transfer~~ Michigan Farm Bureau General Insurance Company of ~~immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan~~ Michigan Catholic United Financial Trustmark Insurance Company Colorado Bankers Life Insurance Company ~~Ref~~By: ~~X.X. Xxxx Transport Services~~Advantus Capital Management, Inc. ~~5.31% Bonds due March 29~~By Name: Title: Mid-America Apartments, ~~2011 with sufficient information~~ L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to ~~identify~~ as of the ~~source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise~~date thereof. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan EquiTrust Life Insurance Company ~~Investments~~By Name: Title: Farm Bureau Life Insurance Company By Name: Title: Mid-America Apartments, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Ohio National Life Insurance Company By Name: Jxx X. Xxxxxx Title: Vice President, Private Placements ~~X.X. Xxx 0000 00 Xxxx~~ Ohio National Life Assurance Corporation By Name: Jxx X. Xxxxxx ~~Xxxxxxxxxx~~Title: Vice President, ~~Xxx~~ Private Placements Mxxxxxxxxx Re, Inc. By Name: Jxx X. Xxxxxx ~~00000~~Title: Authorized Signer Mid-~~0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect~~ America Apartments, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to ~~deliveries~~ as of ~~financial statements to: Metropolitan~~ the date thereof. United Farm Family Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank By Name: ~~ABA Routing #~~Title: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information Name and Address of Purchaser Principal Amount and Series of Notes to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions be Purchased (to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000Note Purchase Agreement)

Appears in 1 contract

Samples: Note Purchase Agreement (Mid America Apartment Communities Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Parent and the Company irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Parent and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the UNITED STATIONERS SUPPLY CO. Note Purchase Agreement Parent and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section ~~22.8~~ 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (United Stationers Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent~~ The Company and ~~the Company~~ each Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of the Parent and~~ the Company and each Purchaser and Additional Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each~~ The Company and each Purchaser and Additional Purchaser agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the ~~Parent~~ nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company and each Purchaser and Additional Purchaser consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~22.7(a) by mailing a copy thereof by ~~registered~~ registered, certified, priority or ~~certified~~ express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 or at such other address of which such holder BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT shall then have been notified pursuant to said Section. ~~Each of the Parent~~ The Company and ~~the Company~~ each Purchaser and Additional Purchaser agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section ~~22.8~~ 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH~~. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx~~. BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT If you are in agreement with the foregoing, ~~Xxx Xxxx 00000 ABA No~~please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. ~~000-000-000 Credit~~Very truly yours, BLACKSTONE PRIVATE CREDIT FUND By /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Authorized Signatory [SIGNATURE PAGE] BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date hereof. ATHENE ANNUITY AND LIFE COMPANY By: ~~New York Life~~ Apollo Insurance ~~Company~~ Solutions Group LP, its investment adviser By: Apollo Capital Management L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmationPartner By: ~~New York Life Insurance Company c/o New York Life Investment Management LLC 00~~ /s/ Xxxxxxx Xxxxxx ~~Xxx Xxxx, Xxx Xxxx 00000-0000 Attention~~Name: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. VENERABLE INSURANCE AND ANNUITY COMPANY By: Apollo Insurance Solutions Group LP, ~~Xxx Xxxx 00000 Attention~~its investment adviser By: Apollo Capital Management L.P., its sub adviser By: Apollo Capital Management GP, LLC, its general Partner By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO DIVERSIFIED CREDIT FUND By: Apollo Capital Credit Adviser, LLC, its investment adviser By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO ACCORD + AGGREGATOR A, L.P. By: Apollo Accord + Advisors, L.P., its general partner By: Apollo Accord + Advisors GP, LLC, its general partner By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO CENTRE STREET PARTNERSHIP, LP By: Apollo Centre Street Advisors (APO DC), L.P., its general partner By: Apollo Centre Street Advisors (APO DC-GP), LLC, its general partner By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO XXXXXXXX CREDIT FUND, L.P. By: Apollo Xxxxxxxx Credit Fund Management, LLC, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO TOWER CREDIT FUND, L.P. By: Apollo Tower Credit Advisors, LLC, its general partner By: Apollo Tower Credit Management, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO TOTAL RETURN FUND – INVESTMENT GRADE AGGREGATOR A, SPC-SEGREGATED PORT A By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Person BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. APOLLO LINCOLN FIXED INCOME FUND, LP By: Apollo Lincoln Fixed Income ~~Investors Group Private Finance 2nd Floor Fax #~~Management, LLC, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date hereof. FIDELITY & GUARANTY LIFE INSURANCE COMPANY By: Blackstone Liquid Credit Advisors II LLC, on its behalf pursuant to powers of attorney now and hereafter granted to it, By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory AMERICAN GENERAL LIFE INSURANCE COMPANY By: Blackstone Liquid Credit Advisors I LLC, on its behalf pursuant to powers of attorney now and hereafter granted to it By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXX REASSURANCE COMPANY XXXXXX REASSURANCE COMPANY (~~000~~XXXXXX) ~~000-0000 with a copy sent electronically to~~WILCAC LIFE INSURANCE COMPANY TECHNOLOGY INSURANCE COMPANY, INC. WESCO INSURANCE COMPANY ARCH INSURANCE COMPANY ARCH REINSURANCE COMPANY ARCH MORTGAGE INSURANCE COMPANY UNITED GUARANTY RESIDENTIAL INSURANCE COMPANY PHYSICIANS MUTUAL INSURANCE COMPANY PHYSICIANS LIFE INSURANCE COMPANY BLUECROSS BLUESHIELD OF TENNESSEE INC. EAGLE POINT DEFENSIVE INCOME FUND NJ LP EAGLE POINT DEFENSIVE INCOME M LP CLARENDON NATIONAL INSURANCE COMPANY CAVELLO BAY REINSURANCE LIMITED ARCH REINSURANCE LTD. SAGICOR LIFE INSURANCE COMPANY ENDURANCE ASSURANCE CORPORATION NEW YORK MARINE AND GENERAL INSURANCE COMPANY IOWA FARM BUREAU FEDERATION STARR INDEMNITY AND LIABILITY COMPANY VOLUNTEER STATE HEALTH PLAN HEALTHFIRST PHSP, INC. HEALTHFIRST HEALTH PLAN, INC. ROYAL NEIGHBORS OF AMERICA By: ~~XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to~~Eagle Point Credit Management LLC, its Investment Advisor By: ~~Attention~~/s/ Xxxxxx Xxxx Name: Xxxxxx xx Xxxx Title: Director BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. ASPIDA LIFE INSURANCE COMPANY By: Ares Insurance Solutions LLC, its investment manager By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. FIDELITY & GUARANTY LIFE INSURANCE COMPANY By: Aspida Life Re Ltd., its investment manager By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. NATIONAL WESTERN LIFE INSURANCE COMPANY By: Ares Insurance Solutions LLC, its investment manager By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY LEXINGTON INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxxxxxx ~~Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents~~X Xxxxxxxx Name: Xxxxxxx X Xxxxxxxx Title: SVP & Chief Investment Officer BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Wm. Xxxxxx Xxxxxxxx Name: Wm. Xxxxxx Xxxxxxxx Title: Investment Officer BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. ENACT MORTGAGE INSURANCE CORPORATION By: /s/ Wm. Xxxxxx Xxxxxxxx Name: Wm. Xxxxxx Xxxxxxxx Title: Investment Officer BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. AMERITAS LIFE INSURANCE CORP. AMERITAS LIFE INSURANCE CORP. OF NEW YORK By: Ameritas Investment Partners Inc., as Agent By: /s/ Xxxx ~~New York Life Investment Management LLC 00~~ Xxxxx Name: Xxxx Xxxxx Title: Vice President & Managing Director BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. GREAT AMERICAN INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx X. Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documentsName: Xxxxxxx ~~Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel~~X. Xxxxxx Title: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interestAssistant Vice President DEFINED TERMS As used herein, the ~~Company shall seek instructions from~~ following terms have the ~~holder, and~~ respective meanings set forth below or set forth in the ~~absence of instructions to the contrary, will make~~ Section hereof following such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Deliveryterm: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Master Note Purchase Agreement (Blackstone Private Credit Fund)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent and the~~ The Company irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, but excluding the ~~Parent Guaranty, the Subsidiary Guaranty~~ Bonds or the ~~Notes~~other Bond Documents. To the fullest extent permitted by applicable law, ~~each of the Parent and~~ the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each~~ Nothing in this Section 22.6 shall affect the right of any holder of a Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the ~~Parent and~~ Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Company consents to process being served by or on behalf of any holder of ~~Notes~~ Bonds, in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which ~~such holder~~ the Company shall then have been notified pursuant to said Section. ~~Each of the Parent and the~~ The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) ~~Nothing in this Section 22.8 shall affect~~ The Company agrees, to the ~~right of any holder of~~ fullest extent permitted by applicable law, that a ~~Note to serve process~~ final judgment in any ~~manner permitted by law~~suit, action or ~~limit any right that the holders of any~~ proceeding of the ~~Notes~~ nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may ~~have to bring proceedings against the Company~~ be, and may be enforced in the courts of ~~any appropriate jurisdiction~~ the United States of America or ~~to enforce in any lawful manner a judgment obtained in one jurisdiction in~~ the State of New York (or any other ~~jurisdiction~~courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (de) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE ~~NOTES~~ BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. . SIERRA PACIFIC POWER COMPANY, NEVADA POWER COMPANY, THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY MANULIFE (1INTERNATIONAL) ~~JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No~~LIMITED MANULIFE (SINGAPORE) PTE. ~~000-000-000 Credit: New York Life Insurance Company General Account No~~LTD. ~~000-0-00000 with sufficient information~~ MANUFACTURERS LIFE REINSURANCE LIMITED XXXX XXXXXXX LIFE INSURANCE COMPANY (~~including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest~~U.S.A) ~~to identify the source and application of such funds.~~ NEW YORK LIFE INSURANCE COMPANY NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (BOLI 3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) ~~All notices~~ NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) THRIVENT FINANCIAL FOR LUTHERANS Connecticut General Life Insruance Company Minnesota Life Insruance Company TruStage Life of ~~payments and written confirmations of such wire transfers and any audit confirmation: New York~~ Canada American Memorial Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000Insruance Company

Appears in 1 contract

Samples: Bond Purchase Agreement (Nevada Power Co)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent and the Company~~ The Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement~~, the Parent Guaranty, the Subsidiary Guaranty or the Notes~~. To the fullest extent permitted by applicable law, ~~each of~~ the ~~Parent and the Company~~ Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the Parent and the Company~~ The Guarantor consents to process being served by or on behalf of any holder ~~of Notes~~ in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~11.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in ~~Section 18~~ the Note Agreement or at such other address of which such holder shall then have been notified pursuant to ~~said Section~~Note Agreement. ~~Each of the Parent and the Company~~ The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Ugi Corp /Pa/)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent and the~~ The Company irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of the Parent and~~ the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such ~~court and~~ court. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each ~~of the Parent and the Company~~ party hereto consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each ~~of the Parent and the Company~~ party hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any ~~holder of a Note~~ party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH~~. (1) JPMorgan~~ . If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, BLACKROCK XXXXX CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxx ~~Xxxx Xxx Xxxx~~Name: Xxxxxxx X. Xxxxx Title: Chief Operating Officer BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Asset Management, ~~Xxx Xxxx 00000 ABA No. 000-000-000 Credit~~LLC, as Investment Manager and not in its individual capacity By: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 /s/ Xxxxxxx Xxxxxx ~~Xxx Xxxx, Xxx Xxxx 00000-0000 Attention~~Name: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Asset Management, ~~Xxx~~ LLC, as Investment Manager and not in its individual capacity By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director GUGGENHEIM LIFE AND ANNUITY COMPANY By: Guggenheim Partners Asset Management, LLC, as Investment Manager and not in its individual capacity By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. ATHENE REINSURANCE COMPANY By: Guggenheim Partners Asset Management, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Asset Management, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE COMPANY By: Guggenheim Partners Asset Management, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. SUN LIFE ASSURANCE COMPANY OF CANADA By: /s/ Xxxx ~~00000 Attention~~Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director Head of Private Debt Private Fixed Income ~~Investors Group Private Finance 2nd Floor Fax #~~By: ~~(000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention:~~ /s/ Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank X. Xxxxxxxx Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. ~~Xxxxxx~~Xxxxxxxx Title: Senior Managing Director Head of North American Private Fixed Income SUN LIFE ASSURANCE COMPANY OF CANADA, ~~Esq. (5) Forward (a) one copy~~ ACTING THROUGH ITS BERMUDA BRANCH By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director Head of ~~the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to~~Private Debt Private Fixed Income By: ~~Metropolitan Life Insurance Company Attention~~/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. ~~Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set~~ Xxxxxxxx Title: Senior Managing Director Head of ~~copies~~ North American Private Fixed Income This Agreement is hereby accepted and agreed to as of the ~~principal documents~~date thereof. BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT SUN LIFE ASSURANCE COMPANY OF CANADA, ~~or, if possible, one CD-ROM, to~~ACTING THROUGH ITS U.S. BRANCH By: ~~MetLife Attention:~~ /s/ Xxxxxxx X. Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ~~ABA Routing #~~Xxxxxxx X. Xxxx Title: ~~Account No.~~Managing Director, Head of Private Debt Private Fixed Income By: ~~Account~~ /s/ Xxx X. Xxxx Name: ~~JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref~~Xxx X. Xxxx Title: ~~X.X.~~ Assistant Vice President and Senor Counsel SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK By: /s/ Xxxxxxx X. Xxxx ~~Transport Services~~Name: Xxxxxxx X. Xxxx Title: Authorized Signer By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Authorized Signer BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. CUNA MUTUAL INSURANCE SOCIETY By: MEMBERS Capital Advisors, ~~Inc. 5.31% Bonds due March 29~~Inc., ~~2011 with sufficient information~~ acting as Investment Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to ~~identify~~ as of the ~~source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise~~date thereof. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfersUNITED OF OMAHA LIFE INSURANCE COMPANY By: ~~MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx~~ /s/ Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 AttentionX. Xxxxxxxx Name: Xxxxxx X. ~~Xxxxxx~~Xxxxxxxx Title: Senior Vice President BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. PHOENIX LIFE INSURANCE COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President PHL VARIABLE INSURANCE COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. PAN-AMERICAN LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx, ~~Esq. (5) Tax ID~~CFA Title: ~~00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity~~ Senior Vice President & Chief Investment Officer BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and ~~Life Insurance Company $7,000,000~~agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. CHEROKEE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (BlackRock Kelso Capital CORP)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the Parent and the Company~~ The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes~~. To~~ . (b) The Issuer agrees, to the fullest extent permitted by applicable law, ~~each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as~~ that a ~~defense or otherwise,~~ final judgment in any ~~claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such~~ suit, action or proceeding of the nature referred to in Section 17.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any ~~claim that~~ other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such ~~suit, action or proceeding brought in any such court has been brought in an inconvenient forum~~judgment. (bc) ~~Each of the Parent and the Company~~ The Issuer consents to process being served by or on behalf of any ~~holder~~ Holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~17.7(a) by mailing a copy thereof by ~~registered~~ registered, certified priority or ~~certified~~ express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 14 or at such other address of which such ~~holder~~ Holder shall then have been notified pursuant to said Section. ~~Each of the Parent and the Company~~ The Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section ~~22.8~~ 17.7 shall affect the right of any ~~holder~~ Holder of a Note to serve process in any manner permitted by law, or limit any right that the ~~holders~~ Holders of any of the Notes may have to bring proceedings against the ~~Company~~ Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000

Appears in 1 contract

Samples: Note Purchase Agreement (Western Alliance Bancorporation)

Jurisdiction and Process; Waiver of Jury Trial. (a) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York ~~state~~ State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement, the Parent Guaranty, the Subsidiary Guaranty~~ Agreement or the Notes. To the fullest extent permitted by applicable law, ~~each of~~ the Parent Guarantor and the ~~Company~~ Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~22.8(a~~22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~Each of the~~ The Parent Guarantor and the ~~Company~~ Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section ~~22.8~~ 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) ~~THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (1) JPMorgan Xxxxx Xxxx Xxx Xxxx~~the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, ~~Xxx Xxxx 00000 ABA No~~please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company. ~~000-000-000 Credit~~Very truly yours, Agree Limited Partnership, a Delaware limited partnership By /s/ Jxxx X. Agree Name: ~~New York~~ Jxxx X. Agree Title: President Agree Realty Corporation, a Maryland corporation By /s/ Jxxx X. Agree Name: Jxxx X. Agree Title: President This Agreement is hereby accepted and agreed to as of the date thereof. Teachers Insurance and Annuity Association of America By /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. The Guardian Life Insurance Company ~~General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is~~ of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC 00 America By /s/ Nxxxxx X. Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation $41,000,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: New York Life Insurance and Annuity Corporation General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER NOTES TO BE PURCHASED New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account $500,000 All payments by wire or intrabank transfer of immediately available funds to: (1) JPMorgan Chase Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000-000-000 Credit: NYLIAC SEPARATE BOLI 3-2 General Account No. 000-0-00000 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Financial Management Securities Operations 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx (3) All other communications: New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 with a copy sent electronically to: XXXXXxxxxxx@xxxxx.xxx and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (4) E-mail address for Electronic Delivery: XXXXXxxxxxx@xxxxx.xxx (5) Address for delivery of Notes and closing documents: Xxxxxxx Xxxx New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, Xxxx 000X Xxx Xxxx, XX 00000 Tel: 000.000.0000 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED Metropolitan Life Life Insurance Company $30,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ~~ABA Routing #~~Nxxxxx X. Xxxxxxx Title: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-000000 Metropolitan Life Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: Metropolitan Life Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Forward (a) one copy of the legal xxxx; (b) one complete set of closing documents with original signatures; (c) two bound sets of conformed copies of the principal documents; and (d) 1 CD-ROM of the closing documents to: Metropolitan Life Insurance Company Attention: Xxxxxx X. Xxxxxx, Esq. 00 Xxxx Xxxxxx/X.X. Xxx 0000 Xxxxxxxxxx, Xxx Xxxxxx 00000 AND one set of copies of the principal documents, or, if possible, one CD-ROM, to: MetLife Attention: Xxxx Xxxxxxxx 00000 Xxxxx Xxxx Drive Tampa, Florida 07962 (813) 983-4564 (6) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MetLife Investors Insurance Company $15,000,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: JPMorgan Chase Bank 000-000-000 000-0-00000 MetLife Investors Insurance Company Ref: X.X. Xxxx Transport Services, Inc. 5.31% Bonds due March 29, 2011 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications, including notices of payments and written confirmations of such wire transfers: MetLife Investors Insurance Company Investments, Private Placements X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Facsimile (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Investors Insurance Company Metropolitan Life Insurance Company X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (000) 000-0000 (3) E-mail address for Electronic Delivery: (4) Address for delivery of Notes: MetLife Investors Insurance Company Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Esq. (5) Tax ID: 00-0000000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA Annuity and Life Insurance Company $7,000,000Director

Appears in 1 contract

Samples: Note Purchase Agreement (Agree Realty Corp)

Common use of Jurisdiction and Process; Waiver of Jury Trial Clause in Contracts