Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.
Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X Xxxxx ------------------- ..................
Xxxxxx, Esq Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporation 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telecopier: (000) 000-0000 if to Investor to: Xxxxx Interactive SA c/x Xxxxx Software Corporation 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxx Xxxx, Chairman and Chief Executive Officer Telecopier: (000) 000-0000 with copies to: Xxxxx Interactive SA Parc de l'esplanade 00, Xxx Xxxxxx Xxxxx Saint Xxxxxxxx des Xxxxxx 00000 Xxxxx xxx Xxxxx Xxxxx Xxxxxx Telecopier: 011-33-1-60-31-59-60 and
Sxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Sxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Xxxxx, Esq Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.
Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.
Xxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.
