Ladies and Gentlemen. The undersigned refers to the Credit Agreement and hereby gives you irrevocable notice, pursuant to Section [2.2] [2.5] [2.7(a)] of the Credit Agreement, of the borrowing of a [Term Loan][Revolving Loan][Swingline Loan].
Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 17, 2010, made by NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS BRAND LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, and ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company and the Guarantors party thereto, in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement (“Joinder Agreement”) supplements the Security Agreement and is delivered by the undersigned, [________________] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement (provided that for purposes of this sentence, references in such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of this Joinder Agreement). Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations a...
Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.
Ladies and Gentlemen. Pursuant to the Credit Agreement, the Borrower hereby makes the requests indicated below:
Ladies and Gentlemen. This irrevocable resignation is delivered pursuant to Section 1(a)(viii) or 1(b) of the Support Agreement, dated as of May 4, 2014 (the “Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Support Agreement (the “Support Agreement”), dated as of May 4, 2014, among the Company and Third Point. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personne...
Ladies and Gentlemen. This constitutes a Conversion Request pursuant to the terms of the above-referenced Master Agreement.
Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned,
Ladies and Gentlemen. In connection with your consideration of a purchase of an interest or a Participation related to the above-referenced Loan Agreement or of becoming a Support Bank as described in such Loan Agreement (the "Transaction"), we and each of NCT Funding and CFUSA recognize that you will need certain confidential information furnished to us by NCT Funding and CFUSA or by such parties directly to you (such information, including information obtained through inspection of NCT Funding or CFUSA pursuant to Section 5.08 of the Loan Agreement, "Information") about NCT Funding and CFUSA and its equipment lease programs that has not been disclosed to the public. Because the use or disclosure of such Information would be damaging to NCT Funding or CFUSA, each of NCT Funding and CFUSA are willing to supply, or to permit us to supply, you with such Information only if you agree to the conditions set forth below. The term "
Ladies and Gentlemen. The Borrower refers to the above described Credit Agreement and hereby irrevocably notifies you of the Borrowing requested below:
Ladies and Gentlemen. The Borrower hereby authorizes, for all purposes of the Credit Agreement, Xxxxx Fargo Bank, N.A., as the Collateral Custodian and Paying Agent, to rely upon any document, approval, instruction, instrument or notice signed and delivered by any of the following authorized representatives of the Borrower: Xxxxx Xxxx Chief Financial Officer 000.000.0000xxxxx@xxxxxxxxxxxxxxxxx.xxx Xxxxxxx Xxxxx Chief Accounting Officer 000.000.0000xxxxxx@xxxxxxxxxxxxxxxxx.xxx Very truly yours, TrinCap Funding, LLC, as Borrower By: Trinity Capital Inc., its sole and managing member By: Name: Title: Xxxxx Fargo Bank, N.A., as Collateral Custodian and Paying Agent Re: Credit Agreement dated as of October 27, 2021 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among TrinCap Funding, LLC, as Borrower (the “Borrower”), Trinity Capital Inc., as Servicer (the “Servicer”), the Lenders from time to time party thereto, KeyBank National Association, as the Administrative Agent (the “Administrative Agent”) and the Syndication Agent and Xxxxx Fargo Bank, National Association, as Collateral Custodian (the “Collateral Custodian”) and as Paying Agent (the “Paying Agent”)
