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Common use of WITNESS Clause in Contracts

WITNESS. State of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

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WITNESS. State EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _________} County _ day of ________} On ________________________, before me, _________________________________Notary Public. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence Company agrees to be the person whose name is subscribed to the within instrument bound by all representations, warranties, covenants and acknowledged to me that he/she agreements on pages 4-12 hereof. This Subscription Agreement may be executed the same in his/her authorized capacity any number of counterparts, each of which, when so executed and that by his/her signature on the instrument the persondelivered, or the entity upon behalf shall constitute an original and all of which the person acted, executed the together shall constitute one instrument. I certify under PENALTY OF PERJURY under the laws Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the State of ________ that the foregoing paragraph is true and correctdate hereinafter set forth. Witness my hand and official sealTHIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). Notary signature Wxxxx Fargo BankNONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, National AssociationOR ANY U.S. STATE SECURITIES LAWS, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxAND, Xxxxxxxxx 00000-0000 AttentionUNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned INDEPENDENCE ENERGY CORP. (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”"Company"), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.)

WITNESS. State the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________} County of , ________} On _______. [SEAL] VION PHARMACEUTICALS, INC. ATTEST: ___________________ By____________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By_______________________ Authorized Signatory Name: Title: ---------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared _________________________ (Please print name and address of transferee) ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ___________________________________________________ that the foregoing paragraph is true this Right Certificate, together with all right title and correct. Witness my hand interest therein, and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [does hereby irrevocably constitute and appoint ______] [______] Attention_ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$, _____] Initial Notional Amount] of CSMC Trust 2015-GLPB_ ------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, Commercial Mortgage Pass-Through Certificatesstockbroker, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”savings and loan association or credit union with membership in an approved signature guarantee medallion program) issued pursuant to Rule 17Ad-15 of the Securities Exchange Act or 1934. The undersigned hereby certifies that certain Trust and Servicing Agreement(1) the Rights evidenced by this Right Certificate are not being sold, dated assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms are defined in the Trust Right Agreement. In connection with such transfer) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned hereby represents and warrants to you that, with respect to did not acquire the Certificate, the Purchaser Rights evidenced by this Right Certificate from any Person who is not and will not become or was an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as such terms are defined in Section 3(32) of ERISA) that is subject the Rights Agreement). ------------------------- Signature -------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 2 contracts

Samples: Rights Agreement (Vion Pharmaceuticals Inc), Rights Agreement (Vion Pharmaceuticals Inc)

WITNESS. State the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________} County of _, ________} On . [SEAL] ATTEST: DATRON SYSTEMS INCORPORATED By By Name Name Title Title Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By Name Title Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-in-Fact, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated:__________, before me, _____ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ____Notary Public__________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, personally appeared shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number (Please print name and address) Dated: __________, _____ Signature Signature Guaranteed: ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, Signatures must be guaranteed by an "Eligible Guarantor Institution" as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: defined in Rule 17Ad-15 (CMBSor any successor rule or regulation) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued promulgated pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Exchange Act of 19741934, as amended (“ERISA”this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). Form of Reverse Side of Right Certificate -- continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or Section 4975 on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”Rights Agreement), (2) this Right Certificate is not being sold, assigned or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state transferred by or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan Acquiring Person, Affiliate or using Associate, and (3) after due inquiry and to the assets best knowledge of a Plan to purchase the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such Certificateterms are defined in the Rights Agreement).

Appears in 2 contracts

Samples: Rights Agreement (Datron Systems Inc/De), Rights Agreement (Datron Systems Inc/De)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ________________________the Company and its corporate seal, before medated as of September 5, 2001. Attest: CALIFORNIA AMPLIFIER, INC. By: By: -------------------------------- ------------------------------ Name: Name: Xxxx Xxxxx Title: Title: President and Chief Executive Officer Countersigned MELLON INVESTOR SERVICES LLC By: -------------------------------- Name: Title: 3 Form of Reverse of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) _______________________________ (___Notary Public______) of the Rights represented by this Right Certificate, personally appeared together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints __________________ attorney to transfer said Rights on the books of California Amplifier, Inc. with full power of substitution. Dated: __________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ , 20__ ------------------------------------------- (Signature) Signature Guaranteed: CERTIFICATE (to be completed, if true) The undersigned hereby certifies that the foregoing paragraph is true and correctRights represented by this Right Certificate are not Beneficially Owned by a 20% Stockholder or an Affiliate or Associate of a 20% Stockholder (as such capitalized terms are defined in the Rights Agreement). Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 AttentionDated: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______ , 20_] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned _ ------------------------------------------- (the “Purchaser”Signature) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.Signature Guaranteed:

Appears in 2 contracts

Samples: Rights Agreement (California Amplifier Inc), Rights Agreement (California Amplifier Inc)

WITNESS. State the facsimile signature of the proper officers of the Corporation, and its corporate seal. Dated as of _________} County of ________} On , 2001. ATTEST: UNION ACCEPTANCE CORPORATION By: ----------------------------- ---------------------------------- Secretary President Countersigned: COMPUTERSHARE INVESTOR SERVICES, LLC By: ---------------------------------- Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared ________________________________ (Please print name and address of transferee) this Right Certificate, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument together with all right, title and acknowledged to me that he/she executed the same in his/her authorized capacity interest therein, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of does hereby irrevocably constitute and appoint ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015, Attorney, to transfer the within Right Certificate on the books of the within-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you thatnamed Corporation, with respect to the Certificatefull power of substitution. Dated: , the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions ------------------ ------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the Employee Retirement Income Security Act National Association of 1974Securities Dealers, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)Inc., or a governmental plan commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- CERTIFICATE The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in Section 3(32) the Rights Agreement). ---------------------------------- Signature -------------------------------------------------------------------------------- Form of ERISA) that is subject Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to any federal, state or local law that is, to a material extent, similar to exercise the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 2 contracts

Samples: Rights Agreement (Union Acceptance Corp), Rights Agreement (Union Acceptance Corp)

WITNESS. State of _________} County of ________} On ________________________CONTRACTOR, before AS PRINCIPAL: Firm Name By: Signature Signature Type Name and Title SURETY: AGENT FOR SURETY: BY: NAIC Number: Signature BY: AGENCY ADDRESS: Licensed Florida Insurance Agent? Yes No License Number: STATE OF ) COUNTY OF ) SS CITY OF ) Before me, _________________________________a Notary PublicPublic duly commissioned, personally appeared ___________________________qualified and acting personally, appeared: to me well known, who proved to being by me on the basis of satisfactory evidence to be the person whose name first duly sworn upon oath says that he is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity Attorney-in-Fact for as Xxxxxx, and that he has been authorized by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that said Surety to execute the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting Payment Bond on behalf of the Principal (Contractor) named therein favor of the owner. Subscribed and sworn to before me this the day of , 20 . Notary Public (Print, Type or Stamp Commissioned Name of Notary Public) Personally Known or Produced Identification (Type) LEAD SURETY AGENT FOR XXXXXX Signature BY: AGENCY ADDRESS: SURETY ADDRESS: monies, set out in the accompanying Estimate Statement No. , final, which quantity, the receipt of which is hereby acknowledged, is accepted as full and complete compensation for all work done, materials furnished and damages or claims arising under Orange County Contract No. Y22-117-R2, entitled: UNDERDRAINS INSTALLATION AND REPAIRS Contractor (SEAL) STATE OF COUNTY OF The foregoing instrument was acknowledged before this day of 20 , by . Personally Known OR Produced Identification Type of identification Produced *Vendor Code: *Vendor Name: . *Date: *Change Order Request No.: *Document No.: Contract No. *Department: *Contact/Phone No.: Accounting Line From: Accounting Line To: COMMODITY LINE NUMBER ADD: Amount: Amount: Comm. Line No.: _ Commodity Code: _ Quantity: _ Unit of Measure: Unit Cost: _ _ Description: MA Line No. _ Accounting Line: _ _ Amount: _ Comm. Line No. _ Increase Qty By: _ Decrease Qty By: _ _ Increase Unit Cost By: Decrease Unit Cost By: Accounting Line: _ _ _ _ Delete: _ (check only if you want to delete this line number). _ Please cancel Purchase Order / Delivery Order Original sent to vendor: Yes _No Enter Retainage for line number(s) in the amount of _ % *Original PO/DO/Contract Award/Encumbrance circle one Contract Amount Encumbered/De-Encumbered Amount $ . $ . *Net Dollars for Previous Change Orders (Addition/Subtraction) circle one $ . $ . *Net Dollars for This Change Order (Addition/Subtraction) circle one $ . $ . *Total Dollars $ . $ . By signing this agreement, the Contractor hereby releases the County, its agents, and employees from any such Plan or using and all liabilities under this contract for further equitable adjustments and/or claims associated with this change order. *Vendor/Contractor Authorization: Date: *Departmental Approval: Date: *Purchasing & Contracts Approval: Date: For Purchasing Use Only Track Change Order: Yes No Change Award Amount to: $ Add the assets following text to the PO/DO: _ CHANGE ORDER REQUEST CONTINUATION SHEET Document No.: _ _ Accounting Line From: Accounting Line To: Accounting Line Add: Accounting Line From: Accounting Line To: Accounting Line Add: COMMODITY LINE NUMBER ADD: Amount: Amount: Amount: Amount: Amount: Amount: Comm. Line No.: Commodity Code: Quantity: Unit of a Plan Measure: Unit Cost: Description: MA Line No. Accounting Line: Amount: Comm. Line No.: Commodity Code: Quantity: Unit of Measure: Unit Cost: Description: MA Line No. Accounting Line: Amount: Comm. Line No.: Commodity Code: Quantity: Unit of Measure: Unit Cost: Description: MA Line No. Accounting Line: Amount: Comm. Line No. Increase Qty By: Decrease Qty By: Increase Unit Cost By: Decrease Unit Cost By: Accounting Line: Delete: (check only if you want to purchase such Certificate.delete this line number). Comm. Line No. Increase Qty By: Decrease Qty By: Increase Unit Cost By: Decrease Unit Cost By: Accounting Line: Delete: (check only if you want to delete this line number). Comm. Line No. Increase Qty By: Decrease Qty By: Increase Unit Cost By: Delete (check only if you want to delete this line number). Decrease Unit Cost By: Accounting Line: *Departmental Approval: Date: _ Purchasing & Contracts Approval: Date: 53-25 (7/04)

Appears in 2 contracts

Samples: Term Contract for Underdains Installation and Repairs, Term Contract for Underdains Installation and Repairs

WITNESS. State EQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B - PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of _________} County the Company, fidelity and surety bonds, undertakings, and other contracts of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me suretyship of a similar nature. This Power of Attorney is granted and is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors on the basis 22nd day of satisfactory evidence to be the person whose name is subscribed to the within instrument November, 1994, which said Resolution has not been amended or rescinded and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person actedfollowing is a true copy: "RESOLVED, executed that the Chairman of the Board, the President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to execute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, fidelity and surety bonds, undertakings, or other contracts of suretyship of a similar nature; and to attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. I certify under PENALTY OF PERJURY under FURTHER RESOLVED, that the laws signatures of such officers and the seal of the State Company, and the signatures of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferany witnesses, the undersigned hereby represents signatures and warrants to you thatseal of any notary, with respect to and the Certificate, signatures of any officers certifying the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions validity of the Employee Retirement Income Security Act Power of 1974Attorney, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatemay be affixed by facsimile."

Appears in 2 contracts

Samples: Subdivision Improvement Agreement (Mego Financial Corp), Subdivision Improvement Agreement (Mego Financial Corp)

WITNESS. State The signature on this assignment must correspond with the name as written upon the face of _________} County the within Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER HEREOF TO THE COMPANY OF AN OPINION OF COUNSEL STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE. CYBERTEL, COMMUNICATIONS CORP. SUPPLEMENTAL WARRANT TO PURCHASE 6% CONVERTIBLE SERIES A PREFERRED STOCK AND WARRANTS TO PURCHASE COMMON STOCK The Transferability of ________} On ________________________this Supplemental Warrant Is Restricted as Provided in Section 2. Void after November 15, 2000 Right to Purchase 2,000 Shares of Convertible Series A Preferred Stock and Warrants to Purchase 150,000 Shares of Common Stock PREAMBLE CYBERTEL, COMMUNICATIONS CORP. (the "Company"), a Nevada corporation, hereby certifies that, for value received, ADARA INVESTORS LLC, whose address is Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or its registered assigns (hereinafter, the "Registered Holder"), is, subject to the terms set forth herein, entitled to purchase from the Company at any time or from time to time before me5:00 P.M. New York time, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis date nine (9) months from the date hereof (such time, the "Expiration Time"), up to (i) two thousand (2,000) fully paid and non-assessable shares of satisfactory evidence to be the person whose name is subscribed Company's Convertible Series A Preferred Stock with such terms as set forth in the Certificate of Designations substantially in the form of Exhibit A to the within instrument Securities Purchase Agreement (as defined below), par value $.001 per share, stated value one thousand dollars ($1,000) per share (the "Series A Preferred Stock") at the purchase price per share of one thousand ($1,000) and acknowledged (ii) warrants (the "Stock Purchase Warrants") to me that he/she executed purchase seventy-five thousand (75,000) shares of common stock, par value $.001 per share (the same in his/her authorized capacity "Common Stock") for each one thousand (1,000) shares of Series A Preferred Stock purchased hereunder. For purposes of this Supplemental Warrant the aggregate price paid by the Registered Holder for the Series A Preferred Stock and that by his/her signature the Warrants, as applicable, is referred to herein as the "Purchase Price". Subject to the terms set forth herein from time to time beginning ninety (90) days after the date on the instrument the person, or the entity upon behalf of which the person acted, executed registration statement covering the instrument. I certify under PENALTY OF PERJURY under Securities is declared effective by the laws Commission and ending at the Expiration Time at the election of the State Company upon delivery of ________ that a Supplemental Exercise Notice to the foregoing paragraph is true Registered Holder, the Registered Holder shall at any time or from time to time before the Expiration Time be required to exercise this Warrant and correct. Witness my hand purchase up to two thousand (2,000) shares of Series A Preferred Stock and official seal. Notary signature Wxxxx Fargo BankStock Purchase Warrants to purchase up to one hundred fifty thousand (150,000) shares of Common Stock (minus any such shares of Series A Preferred Stock and Stock Purchase Warrants previously purchased hereunder), National Associationat the Purchase Price; provided, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxthat, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies the Registered Holder shall not be required to exercise and Gentlemen: The undersigned purchase any such shares if at any time from and after the delivery to the Registered Holder of the Supplemental Exercise Notice through the Supplemental Closing Date (the “Purchaser”"Interim Period") proposes any of the Closing Conditions (as defined below) shall not have been satisfied. This Warrant is the Supplemental Warrant (the "Supplemental Warrant") to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] up to two thousand (2,000) shares of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates A Preferred Stock and Stock Purchase Warrants to purchase up to one hundred fifty thousand (the “Certificate”150,000) shares of Common Stock issued pursuant to that certain Trust and Servicing the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of December 22February 15, 2015 (the “Trust Agreement”)2000, by and among Credit Suisse First Boston Mortgage between the Company and ADARA Investors LLC. The Securities Corp.Purchase Agreement contains certain additional terms that are binding upon the Company and each Registered Holder of this Supplemental Warrant. A copy of the Securities Purchase Agreement, as Depositorincluding the Exhibits thereto, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trusteemay be obtained by any Registered Holder of the Supplemental Warrant from the Company upon written request. Capitalized terms used and but not otherwise defined herein shall have the respective meanings ascribed to such terms set forth in the Trust Securities Purchase Agreement, including the Exhibits thereto. In connection with such transferAs used herein the following terms, unless the undersigned hereby represents and warrants to you thatcontext otherwise requires, with respect to have the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.following respective meanings:

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, before me, assigns and transfer unto __________________ _________________________________Notary Public___________________ (Please print name and address of transferee) this Rights Certificate, personally appeared together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the foregoing paragraph is true and correctSecurities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Witness my hand and official seal. Notary --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature Wxxxx Fargo Bank, National Associationin the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxin every particular, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Associationwithout alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxthe case may be, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and is not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfercompleted, the undersigned hereby represents Company and warrants to you that, with respect to the Certificate, Rights Agent will deem the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions beneficial owner of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) Rights evidenced by this Rights Certificate to be an Acquiring Person or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an Affiliate or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of ERISAFirst Transfer of Montauk Financial Corp. (the "Company") that is subject authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to any federalshareholders of record on August 8, state or local law that is, to a material extent, similar 2007. Prior to the foregoing provisions of ERISA or Distribution Date referred to below, if any, the Code (“Similar Law”) (eachRights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, a “Plan”)if any, or any person acting on behalf of any such Plan or using the assets of a Plan Company will cause rights certificates to purchase such Certificatebe delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.

Appears in 2 contracts

Samples: Rights Agreement (First Montauk Financial Corp), Rights Agreement (First Montauk Financial Corp)

WITNESS. State the facsimile signatures of _________} County the proper officers of ________} On the Company and its corporate seal. Dated as of , . ------------------- ---- PARKXX XXXLLING COMPANY By: ------------------------ Jamex X. Xxxxx Senior Vice President Authentication: This is one of the Right Certificates referred to in the within-mentioned Rights Agreement. Norwest Bank Minnesota, N.A., as Rights Agent By: ---------------------------------------- Authorized Signature 44 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, ___________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared __________________________ ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ___________________________________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand address of transferee) this Right Certificate, together with all right, title and official seal. Notary signature Wxxxx Fargo Bankinterest therein, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [and does hereby irrevocably constitute and appoint ______] [______] Attention: [________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated as of , . ------------------- ---- ----------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad- 15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------ [To be executed if statement is correct] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the “Purchaser”Rights Agreement). ----------------------- Signature ------------------------------------------------------------------------------ 45 [Form of Reverse Side of Right Certificate -- continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate) proposes TO PARKXX XXXLLING COMPANY The undersigned hereby irrevocably elects to purchase [[exercise _____]% Percentage Interest][[$________ Rights represented by this Right Certificate to purchase the Preferred Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: ---------------------------- ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ---------------------------- ------------------------------------------------------------------------------- (Please print name and address) Dated as of , . ------------------- ---- ----------------------- Signature [Form of Reverse Side of Right Certificate -- continued] Initial Notional Amount] of CSMC Trust 2015-GLPBSignature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, Commercial Mortgage Pass-Through Certificatesstockbroker, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”savings and loan association or credit union with membership in an approved signature guarantee medallion program) issued pursuant to that certain Trust and Servicing Agreement, dated as Rule 17Ad- 15 of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as TrusteeExchange Act of 1934. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - [To be executed if statement is correct] The undersigned hereby represents and warrants to you that, with respect to certifies that the Certificate, the Purchaser is Rights evidenced by this Right Certificate are not and will not become beneficially owned by an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). ----------------------- Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NOTICE The signature in the foregoing Form of Assignment or Form of Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT 4 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On June 25, 1998, the Board of ERISADirectors of Parkxx Xxxlling Company (the "Company") adopted a stockholder rights plan. Set forth below is a summary of such action. STOCKHOLDER RIGHTS PLAN On June 25, 1998, the Board of Directors of Parkxx Xxxlling Company (the "Company"), authorized the issuance of one preferred share purchase right (a "Right") with respect to each outstanding share of common stock, $0.16 2/3 par value per share (the "Common Shares"), of the Company. The rights were issued on July 15, 1998 to the holders of record of Common Shares on that is date. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of Junior Participating Preferred Stock, $1.00 par value per share (the "Preferred Shares"), of the Company at a price of $30.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to any federaladjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of July 14, state or local law that is1998 between the Company and Norwest Bank Minnesota, to a material extentN.A., similar to as Rights Agent (the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”"Rights Agent"), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 2 contracts

Samples: Rights Agreement (Parker Drilling Co /De/), Rights Agreement (Parker Drilling Co /De/)

WITNESS. State the facsimile signatures of _________} County the proper officers of ________} On the Company and its corporate seal. Dated as of ATTEST: PHARMACEUTICAL MARKETING SERVICES INC. By By: ------------------------------ -------------------------------- Name: Name: Title: Title: Countersigned: HARRIS TRUST COMPANY, as Rights Agent By:------------------------------ Name: Title: Form of Reverse Side of Right Certificate) FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, ____________________________ hereby sells, before me, assigns and transfers unto_________________________________Notary Public, personally appeared _____________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) ____________________________________________________________ this Right Certificate, who proved together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_______________________________________ _____________________ Attorney, to me transfer the Right Certificate on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws books of the State within-named Company, with full power of substitution. Dated as of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [_________, ____. -------------------------- Signature Signature Guarantee: Signatures must be guaranteed. -------------------------------------------------------------------------------- [To be executed if statement is correct] [The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Right Certificate) TO PHARMACEUTICAL MARKETING SERVICES INC.: The undersigned hereby irrevocably elects to exercise Rights ______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes __ represented by this Right Certificate to purchase [[the Common Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: ----------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated as of _____]% Percentage Interest][[$_______, ____. -------------------------- Signature Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signature must be guaranteed. -------------------------------------------------------------------------------- [To be executed if statement is correct] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the The undersigned hereby represents and warrants to you that, with respect to certifies that the Certificate, the Purchaser is Rights evidenced by this Right Certificate are not and will not become beneficially owned by an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). -------------------------- Signature The signature in the foregoing Form of Assignment or Form of Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B PHARMACEUTICAL MARKETING SERVICES INC. STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On December 30, 1997 the Board of ERISADirectors of Pharmaceutical Marketing Services Inc. (the "Company"), authorized the issuance of one common share purchase right (a "Right") with respect to each outstanding share of common stock, $.01 par value (the "Common Shares"), of the Company. The rights were issued on January 9, 1998 to the holders of record of Common Shares on that is date. Each Right entitles the registered holder to purchase from the Company one-third of a Common Share at a price of $60.00 per one-third of a Common Share (the "Purchase Price"), subject to any federaladjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of [ ], state or local law that isbetween the Company and Harris Trust Company, to a material extent, similar to as Rights Agent (the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”"Rights Agent"), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 2 contracts

Samples: Rights Agreement (Pharmaceutical Marketing Services Inc), Rights Agreement (Pharmaceutical Marketing Services Inc)

WITNESS. State the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________ __, 2001. ATTEST: ARAMARK WORLDWIDE CORPORATION By _________} County of ________} On _ By __________________ Countersigned: MELLON INVESTOR SERVICES LLC ___________________________, before meas Rights Agent By _________________________ Authorized Signature 5 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ _________________________________Notary Public, personally appeared ___________________________ (Please print name and address of transferee) ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _________________________________ that the foregoing paragraph is true Rights represented by this Right Certificate, together with all right, title and correct. Witness my hand interest therein, and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [does hereby irrevocably constitute and appoint ______] [______] Attention: [______] Re_ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] _______ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of CSMC Trust 2015-GLPBa registered national securities exchange, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions a member of the Employee Retirement Income Security Act National Association of 1974Securities Dealers, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)Inc., or a governmental plan commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in Section 3(32) the Rights Agreement). ________________________ Signature Form of ERISA) that is subject Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”Rights Certificate), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 2 contracts

Samples: Rights Agreement (Aramark Worldwide Corp), Rights Agreement (Aramark Worldwide Corp)

WITNESS. State the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________} County of _, ____. [SEAL] ATTEST: NORTHROP GRUMMAN CORPORATION ________} On ________________ By________________________, before me, __ Name: Name: Title: Title: Countersigned: [ ] By_________________________ Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate B-3 FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________Notary Public_ hereby sells, personally appeared assigns and transfers unto ____________________ ----------------------------------------- (Please print name and address of transferee) ----------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the foregoing paragraph is true and correctNational Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: ---------------------------------- The undersigned hereby certifies that (1) the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms are defined in the Trust Right Agreement. In connection with such transfer) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned hereby represents and warrants to you that, with respect to did not acquire the Certificate, the Purchaser Rights evidenced by this Right Certificate from any Person who is not and will not become or was an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as such terms are defined in Section 3(32) the Rights Agreement). ---------------------------- Signature ------------------------------- Form of ERISA) that is subject Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 2 contracts

Samples: Rights Agreement (Northrop Grumman Corp), Rights Agreement (Northrop Grumman Corp)

WITNESS. State the facsimile seal of _________} County the Corporation and the facsimile signatures of ________} On its duly authorized officers. By:_______________________________ By:_______________________________ Chief Executive Officer President CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:________________________________ Title: The following abbreviations, before mewhen used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common TEN ENT – as tenants by the entireties JT TEN – as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT – ______________________ as Custodian for _______________________ (Cust) (Minor) under Uniform Gifts to Minors Act of ________________________ (State) Additional abbreviations may also be used though not in the above list. The undersigned holder, _______________, hereby irrevocably elects to exercise ______________________ (_________) Warrants evidenced by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that certificates for such shares be issued in the name of and be delivered to _________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, AND INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) ______________________ (_________) and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, requests that a new Warrant Certificate of like tenor for the balance of such Warrants be registered in the name of, and delivered to, the holder at the address stated below. __________________________________ (Signature) NOTICE: The signature to this form must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. __________________________________ (Dated) (Signature Guaranteed) THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15). For value received, the undersigned holder, _________________________________Notary Public, personally appeared hereby sells, assigns and transfers unto ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ______________________________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] _____________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, AND INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) ______________________ (_________) Warrants represented by the within Warrant Certificate, and does hereby irrevocably constitute and appoint ______________________________________ Attorney to transfer the said Warrants on the books of CSMC Trust 2015the within-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust named Corporation and Servicing Agreement, dated as Warrant Agent with full power of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms substitution in the Trust Agreementpremises. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended __________________________________ (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”Signature), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 2 contracts

Samples: Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc)

WITNESS. State the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________} County of , ________} On ________________________, before me, . [SEAL] ATTEST: FAMILY BARGAIN CORPORATION Attest: By By --------------------------- ---------------------- Name: Name: Title: Title: Countersigned: [RIGHTS AGENT] By -------------------------- Authorized Signatory Name: Title: 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________Notary Public_________________ hereby sells, personally appeared assigns and transfers unto __________________________ ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _________________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBSaddress of transferee) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of CSMC Trust 2015the within-GLPBnamed Corporation, Commercial Mortgage Pass-Through Certificateswith full power of substitution. Dated: ____________, Series 2015-GLPB_____ ____________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, [Class R][Class X-B] Certificates a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ------------------------------------------------------------ The undersigned hereby certifies that (1) the “Certificate”) issued pursuant to that certain Trust and Servicing AgreementRights evidenced by this Right Certificate are not being sold, dated assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms are defined in the Trust Rights Agreement. In connection with such transfer) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned hereby represents and warrants to you that, with respect to did not acquire the Certificate, the Purchaser Rights evidenced by this Right Certificate from any Person who is not and will not become or was an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as such terms are defined in Section 3(32) the Rights Agreement). ____________________ Signature 5 ------------------------------------------------------------ Form of ERISA) that is subject Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 2 contracts

Samples: Rights Agreement (Family Bargain Corp), Rights Agreement (Family Bargain Corp)

WITNESS. State the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________} County of ________} On . [SEAL] ATTEST: CROWN LABORATORIES, INC. By___________________________ By__________________________ Name: Name: Title: Title: Countersigned: ______________________ By:__________________________ Authorized Signatory Name: Title: B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared ________________________________ (Please print name and address of transferee) this Right Certificate, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument together with all right, title and acknowledged to me that he/she executed the same in his/her authorized capacity interest therein, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of does hereby irrevocably constitute and appoint ___________________ that Attorney, to transfer the foregoing paragraph is true and correctwithin Right Certificate on the books of the within-named Corporation, with full power of substitution. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 AttentionDated: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [____, ____ ______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of CSMC Trust 2015-GLPBa registered national securities exchange, Commercial Mortgage Pass-Through Certificatesa member of the National Association of Securities Dealers, Series 2015-GLPBInc., [Class R][Class X-B] Certificates or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------------- The undersigned hereby certifies that (1) the “Certificate”) issued pursuant to that certain Trust and Servicing AgreementRights evidenced by this Right Certificate are not being sold, dated assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms are defined in the Trust Rights Agreement. In connection with such transfer) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned hereby represents and warrants to you that, with respect to did not acquire the Certificate, the Purchaser Rights evidenced by this Right Certificate from any Person who is not and will not become or was an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as such terms are defined in Section 3(32) the Rights Agreement). ________________________________ Signature B-4 Form of ERISA) that is subject Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 1 contract

Samples: Rights Agreement (Crown Laboratories Inc /De/)

WITNESS. State By: -------------------------------- ------------------------------ Name: -------------------------------- ---------------------------- Title: --------------------------- 118 EXHIBIT F-2 Form of Swing Line Note Promissory Note (Swing Line Loan) $5,000,000 Charlotte, North Carolina _________} County of ________} On _______________________ __, before me1997 FOR VALUE RECEIVED, _________________________________Notary PublicWACKENHUT CORRECTIONS CORPORATION, personally appeared _________________________a Florida corporation having its principal place of business located in Palm Beach Gardens, Florida (the "Borrower"), hereby promises to pay to the order of NATIONSBANK, NATIONAL ASSOCIATION (SOUTH) (the "Lender"), in its individual capacity, at the office of NATIONSBANK, NATIONAL ASSOCIATION, located at One Independence Center, 101 Xxxxx Xxxxx Xxxxxx, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Credit Agreement dated as of June __, who proved to me on 1997 among the basis of satisfactory evidence to be Borrower, the person whose name is subscribed to financial institutions party thereto (collectively, the within instrument "Lenders") and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned Agent (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing "Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized " -- all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms set forth in the Trust Agreement), in lawful money of the United States of America, in immediately available funds, the principal amount of FIVE MILLION DOLLARS ($5,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all Swing Line Loans made by the Lender to the Borrower pursuant to the Agreement on the Revolving Credit Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. In All or any portion of the principal amount of Loans may be prepaid or required to be prepaid as provided in the Agreement. If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with such transferthe Agreement, the undersigned then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the rates per annum set forth in the proviso to Section 2.2 (a) of the Agreement. Further, in the event of such acceleration, this Revolving Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby represents and warrants waived by the Borrower. In the event this Revolving Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to you thatpay, with respect in addition to the Certificateprincipal and interest, all costs of collection, including reasonable attorneys' fees, and interest due hereunder thereon at the Purchaser rates set forth above. Interest hereunder shall be computed as provided in the Agreement. 119 This Revolving Note is not one of the Revolving Notes in the principal amount of $5,000,000 referred to in the Agreement and will not become an employee benefit plan or other plan subject is issued pursuant to and entitled to the fiduciary responsibility provisions benefits and security of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 Agreement to which reference is hereby made for a more complete statement of the Internal Revenue Code of 1986, as amended (terms and conditions upon which the “Code”), Revolving Loans evidenced hereby were or a governmental plan (as defined in Section 3(32) of ERISA) that are made and are to be repaid. This Revolving Note is subject to certain restrictions on transfer or assignment as provided in the Agreement. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any federalof them on account of liability hereon until judgment be obtained and execution issues against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, state or local law that isuntil any other proceedings can be had against any of them, also their right, if any, to a material extentrequire the holder hereof to hold as security for this Revolving Note any collateral deposited by any of said Persons as security. Protest, similar to the foregoing provisions notice of ERISA or the Code (“Similar Law”) (eachprotest, a “Plan”)notice of dishonor, diligence or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateother formality are hereby waived by all parties bound hereon.

Appears in 1 contract

Samples: Credit Agreement (Wackenhut Corrections Corp)

WITNESS. State Exhibit A FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: ISECURETRAC, CORP. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, shares of Common Stock of iSECUREtrac, Corp. and herewith makes payment of --------------- $ therefor, and requests that the certificates for such shares be issued in the name of, and ---------------- delivered to whose address is ------------------------------------------------------------ -------------------------------------------------------------. -------------------------- The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ----------------- ----------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) ----------------------------------------- (Address) 50 Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of ISECURETRAC, CORP. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of ISECURETRAC, CORP. with full power of substitution in the premises. ---------------------- -------------------------- ----------------------------- Transferees Percentage Transferred Number Transferred ---------------------- -------------------------- ----------------------------- ---------------------- -------------------------- ----------------------------- ---------------------- -------------------------- ----------------------------- ---------------------- -------------------------- ----------------------------- Dated: ------------ ------------------ ---------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: --------------------------------- --------------------------------- (Name) --------------------------------- (address) ACCEPTED AND AGREED: [TRANSFEREE] --------------------------------- --------------------------------- (address) --------------------------------- (Name) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ISECURETRAC, CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase _________} County __ shares of Common Stock of iSECUREtrac, Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT A No. 2004-A-MAY-001 Issue Date: May ________} On , 2004 iSECURETRAC, CORP., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received, ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved Fax: _____________, or its assigns (the "Holder"), is entitled, subject to me the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws fifth anniversary of the State of Issue Date (the "Expiration Date"), up to __________ that fully paid and nonassessable shares of the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bankcommon stock of the Company (the "Common Stock"), National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [$.001 par value per share at a per share purchase price of $______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: . The undersigned (the “Purchaser”) proposes to aforedescribed purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp.price per share, as Depositoradjusted from time to time as herein provided, KeyBank National Association, is referred to herein as Servicer, AEGON USA Realty Advisors, LLC, the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trusteeprovided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms set forth in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended that certain Subscription Agreement (the “Code”"Subscription Agreement"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federaldated May ___, state or local law that is2004, to a material extententered into by the Company and the Holder. As used herein the following terms, similar to unless the foregoing provisions of ERISA or context otherwise requires, have the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.following respective meanings:

Appears in 1 contract

Samples: Subscription Agreement (Isecuretrac Corp)

WITNESS. State EQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 9 EXHIBIT B 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of _________} County the Company, fidelity and surety bonds, undertakings, and other contracts of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me suretyship of a similar nature. This Power of Attorney is granted and is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors on the basis 22nd day of satisfactory evidence to be the person whose name is subscribed to the within instrument November, 1994, which said Resolution has not been amended or rescinded and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person actedfollowing is a true copy: "RESOLVED, executed that the Chairman of the Board, the President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to execute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, fidelity and surety bonds, undertakings, or other contracts of suretyship of a similar nature; and to attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. I certify under PENALTY OF PERJURY under FURTHER RESOLVED, that the laws signatures of such officers and the seal of the State Company, and the signatures of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferany witnesses, the undersigned hereby represents signatures and warrants to you thatseal of any notary, with respect to and the Certificate, signatures of any officers certifying the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions validity of the Employee Retirement Income Security Act Power of 1974Attorney, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatemay be affixed by facsimile."

Appears in 1 contract

Samples: Subdivision Improvement Agreement (Mego Financial Corp)

WITNESS. State of _________} County of ________} On By: /s/ Dxxxx Xxxxxxx /s/ Sxxxx Xxxxxx Name: Dxxxx Xxxxxxx Title: President TO: PETROALGAE INC. _____________________ _____________________ Attention: Chief Financial Officer The undersigned, before mepursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ________ ________ shares of the common stock covered by such warrant; or ________ the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ________ $__________ in lawful money of the United States; and/or ________ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ________ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________________________________Notary Public, personally appeared _____________ whose address is ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee_____________. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the The undersigned hereby represents and warrants to you that, with respect to that all offers and sales by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions undersigned of the Employee Retirement Income Security securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act)) or pursuant to an exemption from registration under the Securities Act. (Signature must conform to name of holder as specified on the face of the Warrant) Address: For value received, or a governmental plan (as defined in Section 3(32the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of PetroAlgae Inc. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of ERISAsuch person(s) that is subject and appoints each such person Attorney to any federal, state or local law that is, to a material extent, similar to transfer its respective right on the foregoing provisions books of ERISA or PetroAlgae Inc. with full power of substitution in the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatepremises.

Appears in 1 contract

Samples: Warrant Agreement (PetroAlgae Inc.)

WITNESS. State my hand and seal of _________} County said Corporation, this 2nd day of ________} On ____________April, 1998. --- ----- /s/ J. Xxxx Xxx Xxxx ---------------------------- J. Xxxx Xxx Xxxx, Secretary [CORPORATE SEAL] CERTIFIED COPY OF RESOLUTIONS OF BOARD OF DIRECTOR OF FIRST LIGHT ENTERTAINMENT CORPORATION RESOLVED: That this Corporation, FIRST LIGHT ENTERTAINMENT CORPORATION hereby authorizes any of the following individuals, in the name and on behalf of this Corporation (hereby ratifying and confirming all similar acts heretofore done by them on behalf of this Corporation), to assign, pledge and deliver to Emergent Financial Corp., herein called "EFC", or to any of its affiliated or subsidiary corporations, or to give EFC a security interest in, any accounts, inventory or other similar property of this Corporation; to furnish collateral or additional collateral to EFC and to make substitutions of collateral with respect to any indebtedness or obligations to EFC; to sign Daily Reports, Loan Statements, Assignment of Accounts, Security Agreements, Lien Statements and Pledge Agreements pursuant to the Loan and Security Agreement between this Corporation and EFC, and generally to act for and on behalf of this Corporation with respect to transactions with EFC under said Loan and Security Agreement: Xxxxxx Xxxxxxxx, Chief Financial Officer J. Xxxx Xxx Xxxx, Secretary RESOLVED: That this authorization shall be effective until written notice of the recession thereof be delivered to EFC, and that the Secretary of this Corporation is authorized and directed to deliver to EFC a copy of these resolutions in evidence of the authority of said individuals to act on behalf of this Corporation and to append thereto the signatures of said individuals: /s/ Xxxxxx X. Xxxxxxxx ---------------------------------------- Xxxxxx Xxxxxxxx, Chief Financial Officer /s/ J. Xxxx Xxx Xxxx ---------------------------------------- J. Xxxx Xxx Xxxx, Secretary I hereby certify that I am the duly elected, qualified and acting Secretary of FIRST LIGHT ENTERTAINMENT CORPORATION; as such officer I have custody of the records of said Corporation, including the minutes of the meeting of its Board of Directors; at a special meeting of said Board of Directors, duly called and regularly held, on ____________, before me1998, _________________________________Notary Publicat which meeting a quorum was present and acting throughout, personally appeared ___________________________, who proved the foregoing Resolutions were submitted to me on and adopted by it; the basis of satisfactory evidence to be signatures appearing above are the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws signatures of the State of ________ that the foregoing paragraph is true individuals mentioned in said Resolutions and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes so authorized to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting act on behalf of any such Plan said Corporation, and said Resolutions have not been amended or using the assets of a Plan to purchase such Certificaterescinded.

Appears in 1 contract

Samples: Loan and Security Agreement (American Artists Film Corp/Mo/)

WITNESS. State of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws seal of the State Partnership and the signature of ________ that the foregoing paragraph is true and correctits duly authorized General Partner. Witness my hand and official seal. Notary signature Wxxxx Fargo BankDated: XXXX-XXXX REALTY, National AssociationL.P. By: Xxxx-Xxxx Realty Corporation, as Certificate Registrar Mxxxxxxxx its general partner By: Xxxxx X. Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxExecutive Vice President REFERENCE IS MADE TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT DATED AS OF DECEMBER 11, Xxxxxxxxx 000001997 OF XXXX-0000 Attention: XXXX REALTY, L.P., AS AMENDED (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the THE PurchaserSECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015FOR THE RIGHTS OF THE COMMON UNITS REPRESENTED BY THIS CERTIFICATE. THE COMMON UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT, AND THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG XX. XXXXXXX X. GALE, SCG HOLDING CORP., XXXX-GLPBXXXX REALTY ACQUISITION CORP. AND MCRLP DATED AS OF MARCH , Commercial Mortgage Pass-Through Certificates2006 (A COPY OF WHICH IS ON FILE WITH MCRLP; THE “PURCHASE AGREEMENT”). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENTS, Series 2015-GLPBNO TRANSFER, [Class R][Class X-B] Certificates SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE COMMON UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (the A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust AgreementACT”), OR (B) IF MCRLP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE COMMON UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 5.17 OF THE PURCHASE AGREEMENT. THE PARTNERSHIP WILL FURNISH TO EACH HOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF UNITS OR SERIES THEREOF WHICH THE PARTNERSHIP IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE PARTNERSHIP AT ITS PRINCIPAL PLACE OF BUSINESS. FOR VALUE RECEIVED, hereby sells, assigns and transfers unto Common Units represented by the within Certificate, and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator do hereby irrevocably constitute and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have appoint Attorney to transfer the respective meanings ascribed to such terms said Common Units on the books of the within named Partnership with full power of substitution in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatepremises.

Appears in 1 contract

Samples: Membership Interest Purchase and Contribution Agreement (Mack Cali Realty Corp)

WITNESS. State of By: /s/ Matthew Richman -------------------------------- Name: Matthew Richman -------------------------------- /s/ Mindy Boatright Title: Sr. Vice President & Treaxxxxx ------------------------------------ -------------------------------- EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: INCENTRA SOLUTIONS INC. 1140 Pearl Street Boulder, CO 80302 Attention: Chiex Xxxxxxxxx Xxxxxxx Xxx xxxxxxxxned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): _________} County ___ _______ shares of the Common Stock covered by such Warrant; or ________} On ____ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ____________ $__________ in lawful money of the United States; and/or ____________ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ____________ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ________________________, before me, _______ whose address is _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to that all offers and sales by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions undersigned of the Employee Retirement Income Security securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”), "Securities Act") or a governmental plan pursuant to an exemption from registration under the Securities Act. Dated: ------------------------ -------------------------------------------- (Signature must conform to name of holder as defined in Section 3(32specified on the face of the Warrant) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.Address: ----------------------------------- -----------------------------------

Appears in 1 contract

Samples: Warrant Agreement (Incentra Solutions, Inc.)

WITNESS. State EXHIBIT A FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: Advanced Optics Electronics, Inc. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $_________} County __. Such payment takes the form of (check applicable box or boxes): ___ $________} On __ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ______________ whose address is ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to that all offers and sales by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions undersigned of the Employee Retirement Income Security securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”"SECURITIES ACT"), or a governmental plan pursuant to an exemption from registration under the Securities Act. Dated: -------------------------- -------------------------------------------- (Signature must conform to name of Holder as defined in Section 3(32specified on the face of the Warrant) ------------------------------------- (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Advanced Optics Electronics, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of ERISAsuch person(s) that is subject and appoints each such person Attorney to any federaltransfer its respective right on the books of Advanced Optics Electronics, state or local law that isInc. with full power of substitution in the premises. Percentage Number Transferees Transferred Transferred ----------- ----------- ----------- Dated: , ---------------- ------- -------------------------------------------- (Signature must conform to a material extent, similar to name of Holder as specified on the foregoing provisions face of ERISA or the Code warrant) Signed in the presence of: ------------------------------- ------------------------------ (“Similar Law”Name) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] ------------------------------- (Name) EXHIBIT E SCHEDULE OF OPTION HOLDERS Leslxx Xxxxxx 2/6/1999 2,000,000 Leslxx Xxxxxx 1/27/2000 1,000,000 Leslxx Xxxxxx 6/7/2000 900,000 Haroxx Xxxxxx 1/5/1999 150,000 Haroxx Xxxxxx 1/27/2000 75,000 Michxxx Xxxx 1/5/1999 300,000 Michxxx Xxxx 1/27/2000 150,000 Michxxx Xxxx 6/7/2000 125,000 John Xxxxxxx 6/28/1999 300,000 John Xxxxxxx 1/27/2000 300,000 John Xxxxxxx 6/7/2000 150,000 Gartx Xxxxxx 10/11/1999 100,000 Stepxxx Xxxxx 10/11/1999 75,000 Michxxx Xxxxxx 10/11/1999 75,000 Chrixxxxxxx Xxxxxx 10/11/1999 50,000 Gary Xxxxxxx 4/17/2000 75,000 5,825,000 EXHIBIT F

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Advanced Optics Electronics Inc)

WITNESS. State the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________} County of ___ __, ________} On . [SEAL] Attest: MAXICARE HEALTH PLANS, INC. By By Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx Title: Secretary Title: Chief Executive Officer Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By ______________________________ Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR, before meVALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _________________________________Notary Public, personally appeared ___ ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____________________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand address of transferee) this Right Certificate, together with all right, title and official seal. Notary signature Wxxxx Fargo Bankinterest therein, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [and does hereby irrevocably constitute and appoint ______] [______] Attention: [______] Re___ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] _____ __, ____ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of CSMC Trust 2015-GLPBthe Medallion Signature Guarantee Program. ---------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms are defined in the Trust Rights Agreement. In connection with such transfer) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned hereby represents and warrants to you that, with respect to did not acquire the Certificate, the Purchaser Rights evidenced by this Right Certificate from any Person who is not and will not become or was an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as such terms are defined in Section 3(32) the Rights Agreement). _____________________________________ Signature Form of ERISA) that is subject Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 1 contract

Samples: Rights Agreement (Maxicare Health Plans Inc)

WITNESS. State of _________} County of ________} On Name: ________________________, before me, ___ Title: ___________________________ Date: ____________________________ Commonwealth of Massachusetts Date: ___________________ COUNTY OF _______________ Invoice No.: ___________________ OWNER: _________________________________Notary Public_________________________________ CONTRACTOR: __________________________________________________________________ PROJECT: __________________________________________________________________ 1. Original Contract Amount: $ __________________________________ 2. Approved Change Orders: $ __________________________________ 3. Adjusted Contract Amount: $ __________________________________ 4. Sums Paid on Account of Contract Amount: $ __________________________________ 5. Less Final Payment Due: $ __________________________________ The undersigned being duly sworn hereby attests that when the Final Payment Due as set forth above is paid in full by Owner, such payment shall constitute payment in full for all labor, materials, equipment and work in place furnished by the undersigned in connection with the aforesaid contract and that no further payment is or will be due to the undersigned. The undersigned hereby attests that it has satisfied all claims against it for items, including by way of illustration but not by way of limitation, items of: labor, materials, insurance, taxes, union benefits, equipment, etc. employed in the prosecution of the work of said contract, and acknowledges that satisfaction of such claims serves as an inducement for the Owner to release the Final Payment Due. The undersigned xxxxxx agrees to indemnify and hold harmless the Owner from and against all claims arising in connection with its Contract with respect to claims for the furnishing of labor, materials and equipment by others. Said indemnification and hold harmless shall include the reimbursement of all actual attorney’s fees and all costs and expenses of every nature, and shall be to the fullest extent permitted by law. The undersigned hereby irrevocably waives and releases any and all liens and right of lien on such real property and other property of the Owner for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished by the undersigned, and anyone claiming by, through, or under the undersigned, in connection with the Project. The undersigned hereby releases, remises and discharges the Owner, any agent of the Owner and their respective predecessors, successors, assigns, employees, officers, shareholders, directors, and principals, whether disclosed or undisclosed (collectively “Releasees”) from and against any and all claims, losses, damages, actions and causes of action (collectively “Claims”) which the undersigned and anyone claiming by, through or under the undersigned has or may have against the Releasees, including, without limitation, any claims arising in connection with the Contract and the work performed thereunder. Notwithstanding anything to the contrary herein, payment to the undersigned of the Final Payment Due sum as set forth above, shall not constitute a waiver by the Owner of any of its rights under the contract including by way of illustration but not by way of limitation guarantees and/or warranties. Payment will not be made until a signed waiver is returned to Owner. The undersigned individual represents and warrants that he/she is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver this document on behalf of the undersigned. Signed under the penalties of perjury as of this ___ day of ________________, _____. __________________________ Corporation [Exhibit J] By: ______________________________ Name: ______________________________ Title: ______________________________ Hereunto duly authorized COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK On this ___ day of __________, 20___, before me, the undersigned notary public, personally appeared _____________________________, who proved to me on the basis of through satisfactory evidence of identification, to be the person whose name is subscribed to signed on the within instrument preceding or attached document, and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of signed it as ______________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [for ______] [______] Attention: [__, a corporation/partnership voluntarily for its stated purpose. ______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate._______________ NOTARY PUBLIC My Commission Expires:

Appears in 1 contract

Samples: Lease Agreement (Akamai Technologies Inc)

WITNESS. State the facsimile signatures of _________} County the proper officers of ________} On the Company and its corporate seal. Dated: ________________________, before me, _ CONVERTED ORGANICS INC. By: ____________________________ Name: Title: President and Chief Executive Officer Attest: ______Notary Public, personally appeared ___________________ Secretary Countersigned: By: ____________________________ Authorized Officer EXHIBIT B VOID AFTER 5 P.M. EASTERN STANDARD TIME ON _________________, who proved to me on 2012 CLASS B WARRANTS TO PURCHASE COMMON STOCK WB_____ _________ Warrants CONVERTED ORGANICS INC. THIS CERTIFIES THAT or registered assigns, is the basis registered holder of satisfactory evidence to be the person whose name is subscribed number of Class B Warrants ("Warrants") set forth above. Subject to the within instrument and acknowledged terms of the Warrant Agreement, hereinafter more fully described (the "Warrant Agreement"), each Warrant entitles the holder thereof to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the personpurchase from Converted Organics Inc., or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY a corporation incorporated under the laws of the State of Delaware (the "Company"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after ___________, 2007 and before the close of business on ________, 2012 ("Expiration Date"), one fully paid and non-assessable share of Common Stock of the Company ("Common Stock") upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in Canton, Massachusetts, of Computershare Trust Company, Inc., Warrant Agent of the Company ("Warrant Agent") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $____. The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, splits and the like, to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] , 2007, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Converted Organics Inc., 7A Commercial Wharf West, Boston, Massachusetts 02110, Attention: [______] Re: CSMC Trust 2015-GLPBChiex Xxxxxxxxx Xxxxxxx. Xxx Xxxxxxx xxxxx xxx xx required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Commercial Mortgage Pass-Through CertificatesCommon Stock or other securities, Series 2015-GLPB Ladies and Gentlemen: The undersigned (but shall make adjustment therefor in cash on the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] basis of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated current market value of any fractional interest as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms provided in the Trust Warrant Agreement. In connection with such transfercertain cases, the undersigned hereby represents and warrants sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to you that, use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the CertificateSecurities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Purchaser Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not and will not become an employee benefit plan or other plan subject required to, purchase Warrants submitted for exercise for a cash price equal to the fiduciary responsibility provisions difference between the market price of the Employee Retirement Income Security Act securities obtainable upon such exercise and the exercise price of 1974, such Warrants. If the Warrants would otherwise expire while not exercisable as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf result of any such Plan determination by the Board of Directors, their Expiration Date will be extended to a date 30 days after the Warrants once again become exercisable. This Warrant Certificate, with or using without other Certificates, upon surrender to the assets Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a Plan stockholder of the Company or any right to purchase vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such Certificate.transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:

Appears in 1 contract

Samples: Warrant Agreement (Converted Organics Inc.)

WITNESS. State CLEAN HARBORS, INC. /s/ Xxxx Xxxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxxx ------------------------ ---------------------------- Name: Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF APRIL 12, 2001 AMONG THE HOLDER, THE COMPANY, THE SUBSIDIARIES AND CONGRESS FINANCIAL CORPORATION (NEW ENGLAND) WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS TO THE HOLDER TO THE COMPANY'S OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED IN SAID AGREEMENT. CLEAN HARBORS, INC. 16% SENIOR SUBORDINATED NOTE DUE 2008 $13,500,000 Boston, Massachusett Note No. SSN-1 April 30, 2001 PPN: 184496 A@ 6 FOR VALUE RECEIVED, Clean Harbors, Inc., a Massachusetts corporation (the "Company"), promises to pay to Xxxx Xxxxxxx Life Insurance Company ("Holder"), the principal sum of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed Thirteen Million Five Hundred Thousand Dollars ($13,500,000) pursuant to the within instrument and acknowledged to me terms of that he/she executed certain Securities Purchase Agreement dated as of April 12, 2001 (as the same in his/her authorized capacity may at any time be amended, modified or supplemented, the "Securities Purchase Agreement"), among the Company and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrumentPurchasers. I certify under PENALTY OF PERJURY under the laws This Note is one of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned 16% Senior Subordinated Notes (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”"Senior Subordinated Notes") issued pursuant to that certain Trust and Servicing the Securities Purchase Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein without definition shall have the respective meanings ascribed to such terms set forth in the Trust Securities Purchase Agreement. In connection The Company also promises to pay interest on the unpaid principal amount of this Note from the date hereof until paid in full at the rates and at the times as determined under and in accordance with such transferthe provisions of the Securities Purchase Agreement and to pay on demand any Make Whole Amount that becomes due on this Note in accordance with the terms of the Securities Purchase Agreement. This Note is subject to and entitled to the benefits of the Securities Purchase Agreement, ratably with all other Senior Subordinated Notes. Reference is hereby made to the Securities Purchase Agreement for a more complete statement of the terms and conditions under which this Note was issued and is to be repaid. A copy of the Securities Purchase Agreement will be provided by the Company without charge to, and upon the request of, the undersigned hereby represents Holder. All payments of principal and warrants interest and other amounts in respect of this Note shall be made in lawful money of the United States of America in same day funds to you thatthe Holder at the address provided in the Securities Purchase Agreement, or at such other place as shall be designated in writing for such purposes in accordance with the terms of the Securities Purchase Agreement. This Note has been registered on the books and records of the Company and, as provided in the Securities Purchase Agreement, upon surrender of this Note for registration of transfer in accordance with the Securities Purchase Agreement, a new Note for a like principal amount will be issued to, and registered on the books and records of the Company in the name of, the transferee. Each Holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; however, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to the Certificate, the Purchaser payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and will not become an employee benefit plan or other plan subject to such extension of time shall be included in the fiduciary responsibility provisions computation of the Employee Retirement Income Security Act payment of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that interest on this Note. This Note is subject to mandatory prepayment and prepayment at the option of the Company, in certain circumstances with a Make Whole Amount, as provided in the Securities Purchase Agreement. The Company must make an offer to prepay this Note in the event of a Change in Control pursuant to Section 4.4 of the Securities Purchase Agreement. The obligations of the Company under this Note shall be guaranteed by the Subsidiaries of the Company from time to time as provided in Section 5.12 of the Securities Purchase Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon and any federalMake Whole Amount, state may become, or local law that ismay be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Securities Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Securities Purchase Agreement. The Company promises to pay all reasonable costs and expenses, including attorneys fees, all as provided in the Securities Purchase Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby waive diligence, presentment, protest, demand and notices of every kind (other than to the extent specifically required by the Securities Purchase Agreement) and, to the full extent permitted by law, all suretyship defenses generally and the right to plead any statute of limitations as a material extentdefense to any demand hereunder. THIS NOTE IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, similar to the foregoing provisions of ERISA or the Code AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (“Similar Law”) (each, a “Plan”WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Note Agreement (Clean Harbors Inc)

WITNESS. State of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws my hand as of the State date first above written. -------------------------------- Vice President Exhibit H-2 Transfer and Administration Agreement 126 Exhibit I --------- FORM OF OPINION OF COUNSEL FOR THE SPV, ORIGINATOR AND SERVICER --------------------------------------------------------------- March 30, 2001 Receivables Capital Corporation c/o Amacar Group, L.L.C. 6525 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Bank of ________ that America, National Association 231 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Xxdies and Gentlemen: This opinion is furnished to you pursuant to Section 5.1(l) of the foregoing paragraph is true Transfer and correct. Witness my hand Administration Agreement dated as of March 30, 2001 (the "AGREEMENT") among DCC Funding LLC, a Delaware limited liability company (the "SPV"), Diebold Credit Corporation, a Delaware corporation, individually and official seal. Notary signature Wxxxx Fargo Bankas servicer (the "ORIGINATOR"), Diebold, Incorporated, an Ohio corporation, as guarantor (the "GUARANTOR"), Receivables Capital Corporation, a Delaware corporation (the "CONDUIT INVESTOR"), Bank of America, National Association, a national banking association ("BANK OF AMERICA") as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Associationagent, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxadministrative agent and as an Alternate Investor, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes certain financial institutions from time to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated time parties thereto as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as TrusteeAlternate Investors. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to given such terms in the Trust Agreement. In We have acted as counsel to the Originator, the SPV and the Guarantor in connection with such transferthe preparation of the Agreement, the undersigned hereby represents First Tier Agreement, the other Transaction Documents and warrants the transactions contemplated thereby. We have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement and all exhibits thereto, certificates of public officials and of officers of the SPV and the Originator and certified copies of the Originator's, the SPV's and the Guarantor's certificate of incorporation, by-laws and the Board of Directors' resolutions or certificate of formation, limited liability company agreement and board of managers' resolutions, as applicable, authorizing the Originator's, the Guarantor's and the SPV's participation in the transactions contemplated by the Agreement, the First Tier Agreement, the other Transaction Documents, copies of each of the above having been delivered to you thatyou, with copies of the financing statements on Form UCC-1 filed in the filing offices listed in SCHEDULE I hereto executed by the Originator, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investor and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as EXHIBIT A (the "ORIGINATOR FINANCING STATEMENTS") and copies of the financing statements on Form UCC-1 filed in the filing offices listed in SCHEDULE II hereto executed by SPV, as debtor, in favor of the Agent, on behalf of the Conduit Investor and the Alternate Investors, as secured party, substantially in the form attached hereto as EXHIBIT B (the "SPV FINANCING STATEMENTS"). We have also examined the closing documents delivered pursuant to the Agreement and the First Tier Agreement and copies of all such documents and records, and have made such investigations of law, as we have deemed necessary and relevant as a basis for our opinion. With respect to the Certificateaccuracy of material factual matters which were not independently established, the Purchaser is not we have relied on certificates and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions statements of officers of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 Originator and the SPV. On the basis of the Internal Revenue Code foregoing, we are of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.opinion that:

Appears in 1 contract

Samples: Transfer and Administration Agreement (Diebold Inc)

WITNESS. State of _________} County of ________} CLINICAL DATA, INC. By: ------------------------------------- ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Five-Year Warrant EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: Clinical Data, Inc. _________________________ _________________________ Attention: Chief Financial Officer The undersigned, before mepursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ____ ________ shares of the common stock covered by such warrant; or ____ the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ____ $__________ in lawful money of the United States; and/or ____ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ____ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________________________________Notary Public, personally appeared _________________ whose address is ______________________________________________________________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, who proved as amended (the "Securities Act") or pursuant to me an exemption from registration under the Securities Act. Dated: --------------------------- ---------------------------------------- (Signature must conform to name of holder as specified on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws face of the State of Warrant) Address: _______________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015___ Five-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates Year Warrant EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (the “Certificate”To Be Signed Only On Transfer Of Warrant) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferFor value received, the undersigned hereby represents sells, assigns, and warrants transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to you thatpurchase the percentage and number of shares of Common Stock of Clinical Data, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of Clinical Data, Inc. with respect full power of substitution in the premises. Percentage Number Transferees Address Transferred Transferred ----------- ------- ----------- ----------- Dated: --------------------------- ---------------------------------------- (Signature must conform to name of holder as specified on the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions face of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”Warrant) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.Address: _______________________________ _______________________________

Appears in 1 contract

Samples: Warrant Agreement (Clinical Data Inc)

WITNESS. State [Name of Joint Venture Subsidiary Borrower] By: Name Name: Title: Its duly authorized officer or agent ADMINISTRATIVE AGENT: WITNESS: BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT By: Name Name: Title: Its duly authorized officer Schedule A List of Contracts and Agreements Schedule B List of Receivables Schedule C List of Financed Receivables 61938_3 EXHIBIT I FORM OF [SECOND] AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS (for [Name of Subsidiary Borrower]) This [SECOND] AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS (the "Assignment") is made as of this July __, 1997, by and between (a) _______} County of ________} On ________________________, before mea ____________________, with its principal place of business at _________________________________Notary Public_ (together with its successors and assigns, personally appeared ___________________________the "Subsidiary Borrower"), who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person(b) BANKBOSTON, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National AssociationN.A., as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxAdministrative Agent (in such capacity, Xxxxxxxxx 00000-0000 Attention: the "Administrative Agent") for various banks and other financial institutions which are or may hereafter become parties (CMBSsaid banks and other financial institutions are hereinafter referred to collectively as the "Banks") - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust Fourth Amended and Servicing Restated Loan Agreement, dated of even date herewith (as of December 22the same may be hereafter further amended, 2015 (modified, supplemented, extended or restated, from time to time, the “Trust "Loan Agreement”), ") by and among Credit Suisse First Boston Mortgage Securities Corp.Fine Host Corporation, a Delaware corporation (together with its successors and assigns, "Fine Host"), all of the Subsidiaries of Fine Host (including without limitation, the Subsidiary Borrower), the Administrative Agent, USTrust, as DepositorDocumentation Agent for the Banks (in such capacity, KeyBank National Association, the "Documentation Agent")(the Administrative Agent and the Documentation Agent are hereinafter sometimes referred to collectively as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator the "Agents") and Wxxxx Fargo Bank, National Association, as Trusteethe Banks. Capitalized All capitalized terms used and not otherwise defined herein but defined in the Loan Agreement shall have the respective meanings ascribed given to such terms in the Trust Loan Agreement. In connection with , and if not defined in the Loan Agreement, then the meanings given to such transfer, terms in the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974Uniform Commercial Code, as amended (“ERISA”) or Section 4975 in effect, from time to time, in The Commonwealth of the Internal Revenue Code of 1986, as amended Massachusetts (the “Code”"UCC"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Loan Agreement (Fine Host Corp)

WITNESS. State the due execution of this Warrant by a duly authorized officer of the Company. AMEN PROPERTIES, INC., a Delaware corporation By: /s/ Jon M. Morgan ----------------------------------- Jon M. Morgan, President ATTEST: Secretary ACCEPTED this 1st xxx xx Xxxxx, 2005: Name: --------------------------------------- Address: ----------------------------------- FULL SUBSCRIPTION FORM ____ To Be Executed by the Registered Holder if He Desires to Exercise the Warrant in Full The undersigned hereby exercises the right to purchase the __________ shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $____________ representing the Purchase Price of $______________ per share in effect at this date. Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription. Dated: _________, ____ [ ] Signature ------------------------------------- Address: ------------------------------------- PARTIAL SUBSCRIPTION FORM ___ To Be Executed by the Registered Holder if He Desires to Exercise the Warrant in Part The undersigned hereby exercises the right to purchase __________ shares of the total number of shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $__________ representing the Purchase Price of _________} County _ per share in effect at this date. Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription. (THE FOLLOWING PARAGRAPH NEED BE COMPLETED ONLY IF THE PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE ATTACHED WARRANT HAVE BEEN ADJUSTED PURSUANT TO EXHIBIT I THEREOF.) The shares hereby subscribed for constitute __________ shares of Common Stock (rounded to the nearest whole share) resulting from adjustment of ________} On ______ shares of the total of _______________ shares of Common Stock covered by the attached Warrant, as said shares were constituted at the date of the Warrant, leaving a balance of ________ shares of Common Stock, as constituted at the date of the Warrant, to be covered by the new Warrant. Dated: __________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____,____ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention[ ] Signature ---------------------------------------- Address: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.----------------------------------------

Appears in 1 contract

Samples: Warrant Agreement (Amen Properties Inc)

WITNESS. State the signature of the proper officers of the Company and its corporate seal. Dated as of _________} County of ,________} On ________________________. [SEAL] ATTEST: EL PASO ENERGY CORPORATION Attest: By By ---------------------------- ------------------------------ Name: Name: Title: Title: Countersigned: BANKBOSTON, before meN.A., as Right Agent By ---------------------------- Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________Notary Public__________________________ hereby sells, personally appeared assigns and transfers unto___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ___________________________________________________ (Please print name and address of CSMC Trust 2015transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of the within-GLPBnamed Company, Commercial Mortgage Pass-Through Certificateswith full power of substitution. Dated: ____________, Series 2015-GLPB_____ ________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, [Class R][Class X-B] Certificates a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. -------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the “Certificate”) issued pursuant to that certain Trust and Servicing AgreementRights evidenced by this Right Certificate are not being sold, dated assigned or transferred by or on behalf of a Person who is or was an Interested Stockholder thereof (as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms are defined in the Trust Shareholder Rights Agreement. In connection with such transfer) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned hereby represents and warrants did not acquire the Rights evidenced by this Right Certificate from any Person who is or was or subsequently became an Interested Stockholder. ________________________________ Signature Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to you that, with respect to exercise Rights represented by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 1 contract

Samples: Shareholder Rights Agreement (El Paso Energy Corp/De)

WITNESS. State the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ Robert H. Cooper [CORPORATE SEAL OF /s/ Bryan K. Bxxxxxx REPUBLIC AIRWAYS HOLDING INC.] XXXXXXXXX PRESIDENT COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY AUHTORIZED SIGNATURE The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT-- _________} County of _____ Custodian ________} On _____ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act _______________ in common (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _________________________ HEREBY SELL, before me, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER INDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, National AssociationINCLUDING ZIP CODE, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBSOF ASSIGNEE) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB____________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, Commercial Mortgage Pass-Through CertificatesAND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _______________________________________________________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED _____________________________ --------------------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such CertificateWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Appears in 1 contract

Samples: Stock Certificate (Republic Airways Holdings Inc)

WITNESS. State EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _________} County _ day of ________} On ________________________, before me, _________________________________Notary Public. ----------------------------------------- AMERICAN SIERRA GOLD CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence Company agrees to be the person whose name is subscribed to the within instrument bound by all representations, warranties, covenants and acknowledged to me that he/she agreements on pages 3-12 hereof. This Subscription Agreement may be executed the same in his/her authorized capacity any number of counterparts, each of which, when so executed and that by his/her signature on the instrument the persondelivered, or the entity upon behalf shall constitute an original and all of which the person acted, executed the together shall constitute one instrument. I certify under PENALTY OF PERJURY under the laws Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the State of ________ that the foregoing paragraph is true and correctdate hereinafter set forth. Witness my hand and official sealTHIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). Notary signature Wxxxx Fargo BankNONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, National AssociationOR ANY U.S. STATE SECURITIES LAWS, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxAND, Xxxxxxxxx 00000-0000 AttentionUNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned AMERICAN SIERRA GOLD CORP. (the “Purchaser”"Company") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.PURCHASE OF SHARES

Appears in 1 contract

Samples: Private Placement Subscription Agreement (American Sierra Gold Corp.)

WITNESS. State of _________} County of ________} On TALBOT BANCSHARES, INC. (a Maryland corporation) ________________________, before me, ___ By:_________________________________Notary Public_________ X. Xxxxxxxx Xxxxxxxx Secretary President and Chief Executive Officer WITNESS: SHORE BANCSHARES, personally appeared INC. (a Maryland corporation) ___________________________ By:___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _______________ that Xxxxxx X. Xxxxxx Secretary President and Chief Executive Officer THE UNDERSIGNED, President and Chief Executive Officer of TALBOT BANCSHARES, INC., a Maryland corporation, who executed on behalf of the Corporation the foregoing paragraph Articles of Merger of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Merger to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true and correctin all material respects under the penalties of perjury. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] _________________ X. Xxxxxxxx Xxxxxxxx President and Chief Executive Officer THE UNDERSIGNED, President and Chief Executive Officer of CSMC Trust 2015-GLPBSHORE BANCSHARES, Commercial Mortgage Pass-Through CertificatesINC., Series 2015-GLPBa Maryland corporation, [Class R][Class X-B] Certificates (who executed on behalf of the “Certificate”) issued pursuant to that certain Trust and Servicing AgreementCorporation the foregoing Articles of Merger of which this certificate is made a part, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms hereby acknowledges in the Trust Agreement. In connection with such transfername and on behalf of said Corporation the foregoing Articles of Merger to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the undersigned hereby represents matters and warrants to you that, facts set forth therein with respect to the Certificate, authorization and approval thereof are true in all material respects under the Purchaser is not penalties of perjury. acknowledges in the name and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan said Corporation the foregoing Articles of Merger to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. _____________________________________________ Xxxxxx X. Xxxxxx President and Chief Executive Officer Exhibit A SHORE BANCSHARES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION FIRST: SHORE BANCSHARES, INC., a Maryland corporation (hereinafter called the "Corporation"), having its principal office in Centreville, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: SECOND: The name of the Corporation is: SHORE BANCSHARES, INC. THIRD: The purposes for which the Corporation is formed are to engage in lawful act or using activities permitted by a corporation organized under the assets laws of a Plan to purchase such Certificatethe State of Maryland.

Appears in 1 contract

Samples: Merger Agreement (Talbot Bancshares Inc)

WITNESS. State the facsimile signature of the Chief Executive Officer and the Secretary of the Company and its corporate seal. Dated as of _________} County of ________} On . QUANTA SERVICES, INC. By: _________________________________ Chief Executive Officer ATTEST: -------------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, before me, as Rights Agent By: _________________________________ Name: _______________________________ Its: ________________________________ FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FOR VALUE RECEIVED _________________________________Notary Public_________________ hereby sells, personally appeared assigns and transfers unto ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$________________________________________________________ (Please print name and address of transferee) _____________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________________________ -------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are ______ [or] Initial Notional Amountare not ________ beneficially owned by, were ________ [or] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), were not ________ acquired by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents from, and warrants are ________ [or] are not ________ being assigned to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). (Please Xxxx with an X as appropriate) -------------------------------------- Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - (CONTINUED) FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the shares of ERISASeries B Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that is subject to any federal, state certificates for such shares of Series B Preferred Stock (or local law that is, to a material extent, similar to such other securities) be issued in the foregoing provisions name of: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of ERISA or Rights shall not be all the Code (“Similar Law”) (eachRights evidenced by this Right Certificate, a “Plan”new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, and were ________ [or] were not ________ acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.. (Please Xxxx with an X as appropriate) -------------------------------------- Signature

Appears in 1 contract

Samples: Rights Agreement (Quanta Services Inc)

WITNESS. State of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved the following signatures and seals to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument this Promissory Note (continued): The undersigned jointly and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attentionseverally agree: (CMBSi) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser each is not and will not become also an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Obligor (as defined in Section 3(32this Note) and consent to the applicable provisions regarding an Obligor, and (ii) to unconditionally and absolutely guarantee payment of ERISAall of the terms and conditions herein in accordance with the terms of that certain Unconditional Guaranty Agreement dated of even date herewith: Guarantors: BSV Xxxxxxxx Land LLC a Maryland limited liability company By:/s/ Xxxxxxx X. Xxxxxx (seal) that is subject to any federal, state or local law that isXxxxxxx X. Xxxxxx Chief Executive Officer /s/ Xxxxxxx X. Xxxxxx (seal) XXXXXXX X. XXXXXX (individually) STATE OF MARYLAND CITY/COUNTY OF XXXXXXXXXX, to a material extent, similar to the wit: The foregoing provisions of ERISA or the Code (“Similar Law”) (eachinstrument was acknowledged before me, a notary public, this 13th day of December, 2019, by Xxxxxxx X. Xxxxxx, as the Chief Executive Officer of BSV Xxxxxxxx Land LLC, a Maryland limited liability company, and individually. My Commission Expires: May 25, 2021 /s/ Hope Cantarilho Registration Number: 227861 Notary Public Promissory Note (Commercial Term Note) $2,000,000.00 Dated as of December 27, 2019 IN RETURN FOR A LOAN MADE, OR RECEIVED CONTEMPORANEOUSLY BY THE UNDERSIGNED (the PlanLoan”), and for other good value received, the undersigned, Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company, their respective successors and/or assigns (collectively, the “Borrower” for clerical convenience), hereby jointly and severally promise to pay to the order of MVB BANK, INC., a West Virginia banking corporation, its successors and/or assigns (the “Lender”), the principal sum of Two Million and 00/100 Dollars ($2,000,000.00), or any person acting on behalf so much thereof as may be advanced and/or re-advanced from time to time, without setoff (the “Principal”), in immediate available funds in lawful money of any the United States of America, together with interest at the rate or rates specified in this Promissory Note (“Note”) and all other amounts owing pursuant to this Note. The Borrower shall pay this Note at the Lender's address as set forth below, or at such Plan or using other address as Lender may designate from time to time, in accordance with the assets of a Plan to purchase such Certificateterms as hereinafter provided.

Appears in 1 contract

Samples: Loan Agreement (Broad Street Realty, Inc.)

WITNESS. State the seal of _________} County the General Partner of ________} On the Partnership and the signatures of its duly authorized officers. Dated: -------------- ------------------------------------ ------------------------------------ President Secretary REVERSE OF PHILIPS INTERNATIONAL REALTY, L.P. UNIT CERTIFICATE --------------------------------------------------- THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILIPS INTERNATIONAL REALTY, L.P., DATED AS OF APRIL 16, 1998 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 19.1 OF A CERTAIN CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF AUGUST 11, 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). FOR VALUE RECEIVED, _________________________ hereby sell, before me, assign and transfer unto _________________________________Notary Public_ _________________ limited Partnership Units represented by the within Certificate, personally appeared and do hereby irrevocably constitute and appoint ___________________________, who proved _ Attorney to me transfer the said limited Partnership Units on the basis books of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf named Partnership with full power of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms substitution in the Trust Agreementpremises. Dated: ---------------- ------------------------------------ In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.presence of: -------------------------------------

Appears in 1 contract

Samples: Limited Partnership Agreement (Philips International Realty Corp)

WITNESS. State XXXX XXXXX National Media hereby guarantees the obligations of _________} County the Company to Executive hereunder and agrees, in the event the Company is unable to fulfill its obligations to Executive pursuant to the terms hereof, to make such payments and provide such benefits to Executive in accordance with the terms of ________} On this Agreement. ATTEST: NATIONAL MEDIA CORPORATION ________________________, before me, _ By: _________________________________Notary Public, personally appeared ___ (SEAL) Name: Title: EXHIBIT G EXHIBIT G [FORM OF OPINION OF KHHB&E] _________________, 1996 Positive Response Television, Inc. 00000 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxx, CA 91407 Gentlemen: We have acted as counsel to National Media Corporation, a Delaware corporation ("Parent"), and PRT Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), in connection with the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated as of January 17, 1996 (the "Merger Agreement"), by and among Parent, Merger Sub and Positive Response Television, Inc. ("PRTV"). The opinion contained herein is being delivered to you pursuant to Section 6.03(e) of the Merger Agreement. All capitalized terms used herein which are not specifically defined herein are intended to have the meanings ascribed thereto in the Merger Agreement. In rendering our opinion, we have examined and relied upon the original or copies of the following documents: (i) the Certificates of Incorporation and the Bylaws, each as amended and/or restated, of Parent and Merger Sub; (ii) minutes and records of the corporate proceedings of Parent and Merger Sub with respect to the transactions contemplated by the Merger Agreement, including, but not limited to, the issuance and delivery of the Parent Common Stock; (iii) the executed Merger Agreement; (iv) the Registration Statement and Proxy Statement/Prospectus; (v) certificates of good standing, or their equivalent in a particular jurisdiction, of the Secretary of State or other comparable public official for each of Parent and Merger Sub; (vi) those material agreements (the "Material Agreements") of Parent listed as such in the Parent's Annual Report on Form 10-K for the fiscal year ended March 31, 1995 and in Parent's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1995 and September 30, 1995; and (vii) such other documents as we have deemed necessary as a basis for the opinion hereinafter set forth. As to any facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon representations and certificates of officers of each of Parent and Merger Sub. In addition, in rendering certain of the opinions expressed herein, we have relied exclusively, with your permission, upon that certain legal opinion of even date herewith of Xxxxxxxx X. Xxxxxxxx, Esquire, Vice President (Legal) and Corporate Secretary of Parent, a copy of which is attached hereto. Positive Response Television, Inc. __________________, who proved 1996 In our examination of the foregoing documents, we have assumed: (i) the due authorization, execution and delivery by all relevant parties, other than Parent and Merger Sub, of all agreements to me on which Parent and/or Merger Sub is a party including, but not limited to, the basis Merger Agreement; (ii) the legal capacity of satisfactory evidence all natural persons; (iii) the genuineness of all signatures; and (iv) the authenticity of all documents submitted to be us as originals as well as the person whose name is subscribed conformity to the within instrument originals of all documents submitted to us as photostatic copies. We have further assumed the existence and acknowledged good standing of each entity that is a party to me that he/she executed the same in his/her authorized capacity documents examined by us (other than Parent and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY Merger Sub) under the laws of the State jurisdiction of ________ its formation or organization and the laws of the jurisdiction under which such documents are governed and that the foregoing paragraph is true documents examined by us are in full force and correcteffect and have not been amended, supplemented or otherwise modified, except where we are actually aware of any such amendment, supplement or other modification. Witness my hand and official seal. Notary signature Wxxxx Fargo BankFor purposes of this opinion letter, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attentionwe have assumed that: (CMBSi) - CSMC Trust 2015-GLPB Wxxxx Fargo BankPRTV has all requisite power and authority under all applicable laws, National Associationregulations and governing documents to execute, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxdeliver and perform its obligations under the Merger Agreement; (ii) PRTV has duly authorized, XX 00000 Attention: Corporate Trust executed and delivered the Merger Agreement and all other agreements and documents referred to therein to which PRTV is a party; (CMBSiii) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPBPRTV is validly existing and in good standing in all necessary jurisdictions; (iv) the Merger Agreement and all other agreements executed in connection therewith constitute the valid and binding obligation of each party thereto, Commercial Mortgage Pass-Through Certificatesother than Parent and Merger Sub, Series 2015-GLPB Ladies enforceable against each of such parties in accordance with their respective terms; (v) the Merger Agreement and Gentlemen: The undersigned the transactions contemplated thereby have been duly approved in accordance with all applicable provisions of California Law by the board of directors and the stockholders of PRTV; and (vi) there has been no material mutual mistake of fact or misunderstanding or fraud, duress or undue influence, in connection with the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] negotiation, execution or delivery of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Merger Agreement. In connection with such transfer, Based upon the undersigned hereby represents foregoing and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions qualifications hereinafter set forth, we are of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.opinion that:

Appears in 1 contract

Samples: Merger Agreement (National Media Corp)

WITNESS. State the due execution of _________} County this Warrant Agreement as of ________} On ________________________the date first above written. ATTEST: ANALYTICAL GRAPHICS, before meINC. By:/s/ XXXXXXX XXXXXXXXXX By:/s/ XXXXXXX X. XXXXXXXXX ---------------------- ----------------------------(SEAL) Print Name: XXXXXXX XXXXXXXXXX Print Name: XXXXXXX X. XXXXXXXXX ------------------- ---------------------- Title: CONTROLLER -- AGI Title: CFO -------------------- --------------- PNC BANK, NATIONAL ASSOCIATION, both individually and as Agent By:/s/ XXXXXXX X. XXXX --------------------(SEAL) Print Name: XXXXXXX X. XXXX ----------------- Title: VP -------------- TRANSAMERICA BUSINESS CREDIT CORPORATION By:/s/ XXX XXXXXXXX -----------------(SEAL) Print Name: XXX XXXXXXXX -------------- Title: SVP ---------------- 9 SCHEDULE I ALLOCATION OF WARRANTS ---------------------- Upon Funding of First Tranche ----------------------------- SHARES AS OF BANK % OF TOTAL WARRANTS CLOSING DATE ---- ------------------- ------------ PNC Bank, National Association 50% 20,000 Transamerica Business Credit Corporation 50% 20,000 Total: 100% 40,000 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. _________________________________Notary Public_ THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND PROVISIONS OF THAT WARRANT AGREEMENT DATED AS OF MAY 1, personally appeared ___________________________1998 AMONG ANALYTICAL GRAPHICS, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the personINC. (THE "COMPANY") AND PNC BANK, or the entity upon behalf of which the person actedNATIONAL ASSOCIATION, executed the instrumentAS AGENT, AND THE BANKS PARTY THERETO (THE "BANKS") (AS THE SAME MAY BE SUPPLEMENTED, MODIFIED, AMENDED, EXTENDED OR RESTATED FROM TIME TO TIME, THE "WARRANT AGREEMENT"). I certify under PENALTY AMONG OTHER THINGS, THE WARRANT AGREEMENT CONTAINS PROVISIONS FOR PUTS, RESTRICTIONS ON TRANSFER AND REGISTRATION RIGHTS. A COPY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correctTHE WARRANT AGREEMENT IS AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY. Witness my hand and official seal. Notary signature Wxxxx Fargo BankCOMMON STOCK PURCHASE WARRANT MAY [ ], National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. 1998 Capitalized terms used and not otherwise defined herein in this Warrant shall have the respective meanings ascribed respectively assigned to such terms them in the Trust Agreement. In connection with such transferWarrant Agreement referred to in the legend above and in that certain Loan Agreement dated as of May 1, 1998 among the Company, the undersigned hereby represents Agent and warrants the Banks, as the same has been or may be supplemented, modified, amended, renewed or restated from time to you thattime (the "LOAN AGREEMENT"). The Company certifies and agrees that PNC Bank, with respect National Association and its successors and assigns are entitled to purchase from the Company an Exercise Quantity initially equal to [ ] shares of the Company's Common Stock, par value $.01 per share (the "COMMON STOCK"), all upon the terms and provisions and subject to adjustment as provided in the Warrant Agreement and this Common Stock Purchase Warrant (the "WARRANT"). The exercise price per share of Common Stock for which this Warrant is exercisable shall be $[ ] per share, as adjusted from time to time pursuant to the Certificate, terms of this Warrant and the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended Warrant Agreement (the “Code”"EXERCISE PRICE"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Warrant Agreement (Analytical Graphics Inc)

WITNESS. State of _________} County of ________} On ________________________ASSIGNOR: PHILIPS INTERNATIONAL REALTY, before meL.P., a Delaware limited partnership By: Philips International Realty Corp., a Maryland corporation, its general partner _______________________________ By:___Notary Public, personally appeared ________________________ Print Name:____________________ Name: Title: WITNESS: ASSIGNEE: ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____ ______________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [Print Name:______] [______] Attention: [________ XXXX XXXXXXXX SCHEDULE 1 LEGAL DESCRIPTION OF THE PROPERTY [See attached] Re: CSMC Trust 2015-GLPBSCHEDULE D GENERAL RELEASE FROM OPERATING PARTNERSHIP RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, Commercial Mortgage Pass-Through CertificatesKNOW THAT PHILIPS INTERNATIONAL REALTY, Series 2015-GLPB Ladies L.P., a Delaware limited partnership, and Gentlemen: The undersigned (PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of themselves and each of their respective direct or indirect subsidiaries, employees, officers, directors or other affiliates, successors, predecessors and permitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of which is hereby acknowledged, release and discharge XXXX XXXXXXXX, an individual having a residence at 000 Xxxxxx Xxxxx, North Woodmere, New York 11581, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively, as RELEASEE from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever from the “Purchaser”) proposes beginning of the world to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] the day of CSMC Trust 2015-GLPBthe date of this Release and relating to, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to arising under or in connection with that certain Trust and Servicing Agreement, Redemption Agreement dated as of December 22April __, 2015 (the “Trust Agreement”), 2000 by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator RELEASOR and Wxxxx Fargo Bank, National Association, as TrusteeRELEASEE. Capitalized terms used and This RELEASE may not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreementbe changed orally. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser [The remainder of this page is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateintentionally left blank.]

Appears in 1 contract

Samples: Redemption Agreement (Philips International Realty Corp)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ______________the Corporation and its corporate seal. Dated as of __________, before me_____. [SEAL] ATTEST: CALYPTE BIOMEDICAL CORPORATION By By ----------------------------- ------------------------------- Name Name --------------------------- ----------------------------- Title Title -------------------------- ---------------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ----------------------------- Name --------------------------- Title -------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________Notary Public______________________ hereby sells, personally appeared assigns and transfers unto ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ___________________________________________________ (Please print name and address of CSMC Trust 2015transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-GLPBin-Fact, Commercial Mortgage Passto transfer the within Right Certificate on the books of the within-Through Certificatesnamed Corporation, Series 2015-GLPBwith full power of substitution. Dated:__________, [Class R][Class X-B] Certificates _____ __________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (the “Certificate”or any successor rule or regulation) issued promulgated pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Exchange Act of 19741934, as amended (“ERISA”this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or Section 4975 transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”Rights Agreement), (2) this Right Certificate is not being sold, assigned or a governmental plan (as defined in Section 3(32) of ERISA) that is subject transferred to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan Acquiring Person, Affiliate or using Associate, and (3) after due inquiry and to the assets best knowledge of a Plan the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ____________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________, _____ ________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program).

Appears in 1 contract

Samples: Rights Agreement (Calypte Biomedical Corp)

WITNESS. State of _________} County of ________} On ________________________EXECUTIVE /s/ Xxxxxxxx Xxxxx /s/ Xxxx X. Xxxxxxxxxx ------------------ ---------------------- Xxxx X. Xxxxxxxxxx EXHIBIT A COLONY RIH HOLDINGS, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrumentINC. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: 2001 OMNIBUS STOCK INCENTIVE PLAN XXXX X. XXXXXXXXXX STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing this "Agreement"), dated as of December 22the first day of October, 2015 2001 (the “Trust Agreement”"Effective Date"), by and among Credit Suisse First Boston Mortgage Securities Corp.between COLONY RIH HOLDINGS, INC., a Delaware corporation (the "Company"), and XXXX X. XXXXXXXXXX (the "Optionee") in his capacity as the Senior Vice President - Slot Operations of the Resorts International Hotel, Inc., a New Jersey corporation and a Subsidiary of the Company ("Resorts"). Pursuant to the Colony RIH Holdings, Inc. 2001 Omnibus Stock Incentive Plan (the "Plan"), the Board of Directors of the Company (the "Board"), as Depositorthe Administrator of the Plan, KeyBank National Associationhas determined that the Optionee is to be granted an option (the "Option") to purchase shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), each on the terms and conditions set forth herein, and hereby grants such Option. Such grants shall be deemed to satisfy in full the obligations under Paragraph 4(b) of that certain Employment Agreement between the Optionee and Resorts, as Servicer, AEGON USA Realty Advisors, LLC, hereinafter amended (the "Employment Agreement"). Such grants shall also be conditioned on the Optionee agreeing to be bound by the Stockholders Agreement (as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, below) with respect to the CertificateCommon Stock, and shall evidence such agreement by executing a joinder agreement substantially in the Purchaser is form of Exhibit A attached hereto. All capitalized terms not and will not become an employee benefit plan or other plan subject to defined herein shall have their respective meanings set forth in the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Employment Agreement (Colony Rih Acquisitions Inc)

WITNESS. State the facsimile signature of _________} County the proper officer of ________} On ________________________, before me, the Corporation and of its corporate seal. Date: _________________________________Notary Public, personally appeared ___ FLOTEK INDUSTRIES INC. By: ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he___ c/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of s President Countersigned: PACIFIC CORPORATE TRUST COMPANY By: _________________________________ that Authorized Signatory 45 FORM OF ASSIGNMENT (To be attached to each Rights Certificate) (to be executed by the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBSregistered holder if such holder desires to transfer the Rights Certificate) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [FOR VALUE RECEIVED ______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ________________________________ hereby sells, assigns and transfers unto ---------------------------------------- (Please print name and address of CSMC Trust 2015-GLPBtransferee) -------------------------------------------- -------------------------------------------- -------------------------------------------- the Rights represented by this Rights Certificate, Commercial Mortgage Pass-Through Certificatestogether with all right, Series 2015-GLPBtitle and interest therein, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by does hereby irrevocably constitute and among Credit Suisse First Boston Mortgage Securities Corp.appoint ____________________________________ , as Depositorattorney, KeyBank National Associationto transfer the within rights on the books of the Corporation, with full power of substitution. Date: _________________________ Signature Guaranteed: ___________________________________ Signature (Signature must correspond to name as Servicerwritten upon the face of this Rights Certificate in every particular, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trusteewithout alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada or a commercial bank or trust company having an office or correspondent in Canada. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed -------------------------------------------------------------------------------- (to such terms in the Trust Agreement. In connection with such transfer, the be completed if true) The undersigned hereby represents represents, for the benefit of all holders of Rights and warrants to you thatCommon Shares, with respect that the Rights evidenced by this Rights Certificate are not, and, to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions knowledge of the Employee Retirement Income Security Act of 1974undersigned, as amended (“ERISA”) have never been, Beneficially Owned by an Acquiring Person or Section 4975 an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan foregoing (as defined in Section 3(32the Rights Agreement). ----------------------------------- Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of ERISAsuch Rights and requests that certificates for such Common Shares be issued to: ------------------------------------------------ (Name) ------------------------------------------------ (Address) ------------------------------------------------ (City, Province and Postal Code) ------------------------------------------------ (Social Insurance, Social Security or other Taxpayer Identification Number) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ------------------------------------------------ (Name) ------------------------------------------------ (Address) ------------------------------------------------ (City, Province and Postal Code) Date: _________________________ Signature Guaranteed: ___________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada or a commercial bank or trust company having an office or correspondent in Canada. -------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that is subject to any federalthe Rights evidenced by this Rights Certificate are not, state or local law that isand, to a material extentthe knowledge of the undersigned, similar to have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the foregoing provisions of ERISA or (as defined the Code (“Similar Law”) (each, a “Plan”Rights Agreement), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.. ----------------------------------- Signature --------------------------------------------------------------------------------

Appears in 1 contract

Samples: Shareholder Protection Rights Plan Agreement (Flotek Industries Inc/Cn/)

WITNESS. In accordance with the requirements of Arizona Revised Statutes Section 14-5506 and other applicable law, the undersigned has executed this Lease for the purpose of witnessing the grant of the powers of attorney by Lessee to Lessor. STATE OF ARIZONA ] ] SS. COUNTY OF MARICOPA ] The foregoing instrument was acknowledged before me on March ____, 2001 by Xxxxx Xxxxxxxx, Vice President, Assistant Secretary and Assistant Treasurer of Circus Equity I, LLC, a Delaware limited liability company, member of Circus Property II, LLC, a Delaware limited liability company, on behalf of the limited liability company. Notary Public My Commission Expires: STATE OF ARIZONA ] ] SS. COUNTY OF MARICOPA ] The foregoing instrument was acknowledged before me on March ___, 2001 by Xxxxxx X. XxXxxxx, President and Chief Executive Officer of Piccadilly Cafeterias, Inc., a Louisiana corporation, on behalf of the corporation. Notary Public My Commission Expires: Expiration Date: ___________________ TO: ___________________ No.: ___________________ _________________ (the "Bank") hereby issues, for the account of Piccadilly Cafeterias, Inc., our Irrevocable Letter of Credit in the maximum principal amount of $___________________ available to you by your draft drawn on the Bank in accordance with the terms of this Irrevocable Letter of Credit. We hereby authorize you to draw on us in one or more draws up to the total amount of $_________________ U.S. Dollars available by your draft(s) in the form attached as Exhibit "A", with appropriate insertions, presented at the address appearing above, at any time on or before our close of business on the expiration date appearing above, in the manner herein provided, accompanied by your executed Certificate(s) in the form attached as Exhibit "B", with appropriate insertions. Payments made under this Irrevocable Letter of Credit will be made on the business day following presentation of the draft and the accompanying certificate in same-day wire transfer funds. This Irrevocable Letter of Credit is transferable and assignable in its entirety (but not in part). This Irrevocable Letter of Credit upon any such transfer and assignment may be successively transferred and assigned. Transfer of the right to draw under this Irrevocable Letter of Credit to such transferee shall be effected by the presentation to the Bank of this Irrevocable Letter of Credit accompanied by a certificate substantially in the form attached hereto as Exhibit "C". Upon your presentation and surrender of this Irrevocable Letter of Credit, the Bank shall forthwith issue an Irrevocable Letter of Credit to your successor with provisions consistent with this Irrevocable Letter of Credit. To the extent consistent with the express provisions hereof, this Irrevocable Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500 ("UCP") and to the extent consistent with the UCP and the express provisions hereof, the laws of the State of _________} County _. This Irrevocable Letter of Credit, including the Exhibits hereto, sets forth in full the terms of our undertaking. Reference in this Irrevocable Letter of Credit to other documents or instruments is for identification purposes only, and such reference shall not modify or affect the terms hereof or cause such documents or instruments to be deemed incorporated herein. We hereby agree that a draft drawn under and in compliance with this Irrevocable Letter of Credit shall be duly honored upon presentation. Issued and dated this ____ day of ________} On ______, 20__. BANK: ______________________________ By:____________________________ Printed Name:____________________ Its:_____________________________ TO: [name and address of Bank] Pay to the order of _____________________________, before mea ______________________, _________________________________Notary Public__________ ($_________), personally appeared drawn under Irrevocable Letter of Credit No. ___________ dated ___________________, 20__, in favor of ____________________________, who proved to me on the basis a ______________________. ______________________________, a ____________________ By:____________________________ Printed Name:____________________ Its:_____________________________ TO: [name and address of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her Bank] RE: Irrevocable Letter of Credit No._____________________ The undersigned, a duly authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State officer of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB____, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[a _____]% Percentage Interest][[$_____] Initial Notional Amount] ________________________ ("Holder"), hereby certifies to (Bank) , the issuing bank under Irrevocable Letter of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates Credit No. ___________________ (the “Certificate”"Existing Letter of Credit") issued pursuant to in favor of Holder, that certain Trust and Servicing Agreement, dated as of December 22, 2015 an event described in clauses (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”i) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32ii) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.below has occurred:

Appears in 1 contract

Samples: Master Lease (Piccadilly Cafeterias Inc)

WITNESS. State EXHIBIT X [FORM OF] COMPLIANCE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY THAT: (1) We are the duly elected [Title] and [Title] of _________} County of ________} On ________________________Xxxxx-Illinois, before meInc., _________________________________Notary Public, personally appeared ___________________________, who proved to me on a Delaware corporation ("Company"); (2) We have reviewed the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws terms of the State Amended and Restated Credit Agreement dated as of ________ that May 15, 1997 among Company, the foregoing paragraph is true Lenders named therein, the Lenders named as Lead Managers and correct. Witness my hand Co-Agents, The Bank of Nova Scotia and official seal. Notary signature Wxxxx Fargo BankNationsBank, N.A., as Co-Documentation Agents, Bank of America National Trust and Savings Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxSyndication Agent, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC and Bankers Trust 2015-GLPB Wxxxx Fargo Bank, National AssociationCompany, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx XxxxxxxxAdministrative Agent (as amended, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPBamended and restated, Commercial Mortgage Pass-Through Certificatessupplemented or otherwise modified from time to time, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing "Credit Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized "; capitalized terms used herein and in Attachment No. 1 annexed hereto and not otherwise defined herein have or in such Attachment No. 1 having the respective meanings ascribed assigned to such terms in the Trust Credit Agreement), and we have made, or have caused to be made under our supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by the attached financial statements; and (3) The examination described in paragraph (2) did not disclose and we have no knowledge of the existence of any condition or event which constitutes an Event of Default or Potential Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below. In connection with such transferDescribe below (or in a separate attachment to this Certificate) the exceptions, if any, to paragraph (3) by listing, in detail, the undersigned hereby represents nature of the condition or event, the period during which it has existed and warrants the action which Company has taken, is taking, or proposes to you that, take with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan each such condition or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.event: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

Appears in 1 contract

Samples: Credit Agreement (Owens Illinois Inc /De/)

WITNESS. State the facsimile signature of the Chief Executive Officer and the Secretary of the Company and its corporate seal. Dated as of _________} County of ________} On . QUANTA SERVICES, INC. By: ------------------------------- Chief Executive Officer ATTEST: ---------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ------------------------------- Name: ----------------------------- Its: ----------------------------- FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ______________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public_______________ (Please print name and address of transferee) _____________ Rights represented by this Right Certificate, personally appeared together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________ Attorney, who proved to me transfer said Rights on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws books of the State within-named Company, with full power of substitution. Dated: -------------------------- -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferoror] [are not ________ beneficially owned by, were [or] [were not ______] Attention: [__ acquired by the undersigned from, and are ________ [or] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[are not _____]% Percentage Interest][[$___ being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) -------------------------------- Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - (CONTINUED) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise _____] Initial Notional Amount] __________ Rights represented by this Right Certificate to purchase the shares of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates B Preferred Stock (or other securities or property) issuable upon the “Certificate”exercise of such Rights and requests that certificates for such shares of Series B Preferred Stock (or such other securities) be issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreementname of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: -------------------------- -------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. In connection with such transfer(To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, and were _____ [or] were not ________ acquired by the undersigned hereby represents and warrants to you thatfrom, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). (Please Xxxx with an X as appropriate) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.------------------------- Signature

Appears in 1 contract

Samples: Rights Agreement (Quanta Services Inc)

WITNESS. State OUR HANDS on the dates indicated, but as of the effective date hereinbefore specified. Date: _________} County of ________ ELPF ________} On _, LLC By: Date: _________________ The District at Xxxxxx Mill, LLC By: Xxxxx District at Xxxxxx Mill, LLC By: Xxxxx Enterprises, Inc. By: _________________________ THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR OTHER INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, before meAS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAW. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, _________________________________Notary PublicHYPOTHECATED, personally appeared ___________________________SOLD, who proved TRANSFERRED OR OTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE COMPANY AS HAVING AN INTEREST IN SUCH SECURITIES, IN THE ABSENCE OF, WITH RESPECT TO EACH OF THE 1933 ACT AND EACH APPLICABLE STATE SECURITIES LAW, (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SAID ACT OR LAW, OR (ii) AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH SECURITIES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, IS EXEMPT FROM OR OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SAID ACT OR LAW. **** Material omitted pursuant to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify a request for confidential treatment under PENALTY OF PERJURY under the laws Rule 24b-2 of the State Exchange Act of ________ that 1934. Material filed separately with the foregoing paragraph is true Securities and correctExchange Commission. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (“AAA” has the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings meaning ascribed to such terms term in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatesection 6.9.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Excelsior Lasalle Property Fund Inc)

WITNESS. State Holder's Name ) ---------------------------------- ) Authorized Signature ) ---------------------------------- ) Title (if applicable) Signature guaranteed: The signature must be guaranteed by a Canadian chartered bank or a member of a recognized stock exchange or other entity acceptable to the Corporation. EXHIBIT "3" TO SPECIAL NOTE CERTIFICATE FORM OF WARRANT CERTIFICATE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (B) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF SUCH WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME REGISTERED FOR RESALE UNDER THE 1933 ACT. NEITHER ANY WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH WARRANT MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. [INSERT LEGEND ONLY IF REQUIRED UNDER SECTION 4.6 OF SCHEDULE "A" OF THE SPECIAL NOTE CERTIFICATE.] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 5, 2005. WARRANTS TO PURCHASE COMMON SHARES OF APOLLO GOLD CORPORATION (Continued under the laws of the Yukon Territory) Void after 5:00 p.m. (Toronto time) on the ____ day of ____, 200____. WARRANT CERTIFICATE NUMBER: W-2004-_} County ___ NUMBER OF WARRANTS: ____ THIS CERTIFIES THAT, for value received, ____, [ADDRESS] (the "HOLDER") is entitled, at any time and from time to time up to 5:00 p.m. (Toronto time) on ____ day of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____200____ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”"EXPIRY TIME"), one fully paid and non-assessable Common Share for each warrant (individually, a "WARRANT") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates represented by this certificate (the “Certificate”"WARRANT CERTIFICATE") at a price of US$0.80 per share (the "EXERCISE PRICE"), upon and subject to the terms and conditions herein. The Warrants are issued pursuant to that certain Trust and Servicing Agreement, dated as the exercise or deemed exercise of December 22, 2015 a Special Note (the “Trust Agreement”), "SPECIAL NOTE") issued by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect Corporation to the CertificateHolder on November 4, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended 2004 (the “Code”"CLOSING DATE"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Security Agreement (Apollo Gold Corp)

WITNESS. State the due execution of _________} County this Warrant Agreement as of ________} On ______________________the date first above written. ATTEST: CAREERBUILDER, INC. By: /s/ Richxxx Xxxxxx By: /s/ Jamex X. Xxxxxx (SEAL) -------------------------- -------------------------------- Print Name: Richxxx Xxxxxx Print Name: Jamex X. Xxxxxx Title: Controller/Treasurer Title: CFO PNC BANK, NATIONAL ASSOCIATION By: /s/ Kathxxxxx Xxxxxxx (SEAL) -------------------------------- Print Name: Kathxxxxx Xxxxxxx Title: Vice President 14 Exhibit A THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. ------------------------------ THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND PROVISIONS OF THAT WARRANT AGREEMENT DATED AS OF DECEMBER __, before me1998 BETWEEN CAREERBUILDER, _________________________________Notary PublicINC. (THE "COMPANY") AND PNC BANK, personally appeared _________________________NATIONAL ASSOCIATION (THE "BANK") (AS THE SAME MAY BE SUPPLEMENTED, MODIFIED, AMENDED, EXTENDED OR RESTATED FROM TIME TO TIME, THE "WARRANT AGREEMENT"). AMONG OTHER THINGS, THE WARRANT AGREEMENT CONTAINS PROVISIONS FOR PUTS, RESTRICTIONS ON TRANSFER AND REGISTRATION RIGHTS. A COPY OF THE WARRANT AGREEMENT IS AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY. COMMON STOCK PURCHASE AGREEMENT DECEMBER __, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. 1998 Capitalized terms used and not otherwise defined herein in this Warrant shall have the respective meanings ascribed respectively assigned to such terms them in the Trust Agreement. In connection with such transferWarrant Agreement referred to in the legend above and in that certain Loan Agreement dated as of December __, 1998 between the undersigned hereby represents Company and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974Bank, as amended (“ERISA”) the same has been or Section 4975 of the Internal Revenue Code of 1986may be supplemented, as amended modified, amended, renewed or restated from time to time (the “Code”"LOAN AGREEMENT"), or a governmental plan . The Company certifies and agrees that the Bank and its successors and assigns are entitled to purchase from the Company the Exercise Quantity (as defined in Section 3(32the Warrant Agreement) of ERISA) that is the Company's Common Stock (the "COMMON STOCK"), all upon the terms and provisions and subject to any federal, state or local law that is, to a material extent, similar to adjustment as provided in the foregoing provisions Warrant Agreement and this Common Stock Purchase Warrant (the "WARRANT"). The Purchase Price per share of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using Common Stock will be as provided in the assets of a Plan to purchase such CertificateWarrant Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Careerbuilder Inc)

WITNESS. State MOR BENNINGTON LLLP By: RA & FM, INC., General Partner /s/ Signature Illegible By: /s/ Signature Illegible (SEAL) Name: Xxxxx X. Xxxxx -------------- Title: Vice President -------------- TENANT: WITNESS/ATTEST: GENVEC, INC. /s/ Signature Illegible By: /s/ Signature Illegible (SEAL) Name: Xxxxxxx X. Xxxxxx ---------------- Title: CFO --- Authorized Officer STATE OF MARYLAND ) ) TO WIT: COUNTY OF XXXXXXXXX ) I HEREBY CERTIFY that on this 30 day of _________} County of ________} On ________________________April, 1999, before me, _________________________________the subscriber, a Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws Public of the State of ________ that Maryland, County of XXXXXXXXX, personally appeared, XXXXX X. XXXXX of RA & FM, Inc., general partner of MOR BENNINGTON LLLP, Landlord, and he acknowledged the foregoing paragraph is true Lease Agreement to be the act and correctdeed of such limited liability limited partnership. Witness WITNESS my hand and official sealNotarial Seal. /s/ Signature Illegible Notary signature Wxxxx Fargo BankMy Commission Expires: 12-01-01 -------- STATE OF MARYLAND ) ) TO WIT: CITY/COUNTY OF XXXXXXXXXX ) ---------- I HEREBY CERTIFY that on this 30th day of April, National Association1999, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxbefore me, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bankthe subscriber, National Associationa Notary Public of the State of MARYLAND, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx XxxxxxxxCity/County of XXXXXXXXXX, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB personally appeared XXXX X. XXXXXXX, PH.D., the President of GENVEC, INC., Tenant, and [Transferorshe] [______he] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to acknowledged the foregoing provisions Lease Agreement to be the act and deed of ERISA or the Code (“Similar Law”) (eachsuch corporation. WITNESS my hand and Notarial Seal. /s/ Signature Illegible Notary My Commission Expires: July 26, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.2000 -------------

Appears in 1 contract

Samples: Lease Agreement (Genvec Inc)

WITNESS. State the manual or facsimile signature of the proper officer of the Company. Dated: RAINFOREST CAFE, INC. By: ------------------------ [NAME and TITLE] Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By -------------------------------------- Authorized Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, hereby sells, assigns and transfers unto (PRINT NAME OF TRANSFEREE) (PRINT ADDRESS OF TRANSFEREE) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Please insert social security number, taxpayer identification number or other identifying number: --------------------------------- Dated: ------------------------------ -------------------------------------------- Signature Signature Guaranteed: ----------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 45 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: [Name] The undersigned hereby irrevocably elects to exercise_________} County _ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of ________} such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number, taxpayer identification number or other identifying number: ------------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ------------------------------------ -------------------------------------- Signature Signature Guaranteed: ---------------------------------------------------------- EXHIBIT C RAINFOREST CAFE, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On ________________________May 9, before me2000, _________________________________Notary Publicthe Board of Directors of Rainforest Cafe, personally appeared ___________________________Inc. (the "COMPANY"), who proved to me on declared a dividend of one preferred share purchase right (a "RIGHT") per share for each outstanding share of Common Stock, par value $.01 (the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person"COMMON SHARES"), or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State Company. The dividend is payable on May 24, 2000 (the "RECORD DATE") to shareholders of ________ record as of the close of business on that date. Each Right entitles the foregoing paragraph is true registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 (the "PREFERRED SHARES"), of the Company at a price of $15 per one-hundredth of a Preferred Share (the "PURCHASE PRICE"), subject to adjustment. The description and correct. Witness my hand terms of the Rights are set forth in a Rights Agreement (the "RIGHTS AGREEMENT"), dated as of May 23, 2000, between the Company and official seal. Notary signature Wxxxx Fargo BankNorwest Bank Minnesota, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxRights Agent (the "RIGHTS AGENT"). Initially, Xxxxxxxxx 00000-0000 Attentionthe Rights will be evidenced by the certificates representing Common Shares then outstanding and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a Distribution Date for the Rights will occur upon the earlier of: (CMBSi) - CSMC Trust 2015-GLPB Wxxxx Fargo Bankthe close of business on the tenth business day following the first date of public announcement that a person or group of affiliated or associated Persons has become an "ACQUIRING PERSON" (i.e., National Associationhas become, subject to certain exceptions, the beneficial owner of 10% or more of the outstanding Common Shares) (except pursuant to a Permitted Offer, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxhereinafter defined) and (ii) the 10th business day following the commencement or public announcement of a tender offer or exchange offer, XX 00000 Attention: Corporate Trust the consummation of which would result in a Person or group of affiliated or associated Persons becoming, subject to certain exceptions, the beneficial owner of 10% or more of the outstanding Common Shares (CMBSor such later date as may be determined by the Board of Directors of the Company prior to a Person or group of affiliated or associated Persons becoming an Acquiring Person) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”earlier of such dates being called the "DISTRIBUTION DATE"). The ownership percentage threshold applicable to a person or group who held 10% or more of the Common Shares on May 9, 2000 is 15%. Until the Distribution Date, (i) proposes the Rights will be evidenced by the Common Share certificates and will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of the Common Shares will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any Common Share certificate, even without such notation or a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As promptly as practicable following the Distribution Date, separate certificates evidencing the Rights ("RIGHT CERTIFICATES") will be mailed to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] holders of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (record of the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated Common Shares as of December 22the close of business on the Distribution Date, 2015 and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 23, 2010, unless extended or earlier redeemed or exchanged by the Company as described below. The Purchase Price payable and the number of Preferred Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution: (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms i) in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions event of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)a stock dividend on, or a governmental plan subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights, options or warrants to subscribe for or purchase Preferred Shares or convertible securities at less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those described in clause (ii) of this paragraph). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fraction of a Preferred Share (other than fractions in integral multiples of one one-hundredth of a share) will be issued and, in lieu thereof, an adjustment in cash will be made based on the closing price on the last trading date prior to the date of exercise. The number of outstanding Rights and the number of one one-hundredth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $.01 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $.01 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are subject to adjustment in the event of a stock dividend on the Common Shares or a subdivision, combination or consolidation of the Common Shares. In the event that a person or group becomes an Acquiring Person (except pursuant to a Permitted Offer (as defined in Section 3(32) below)), each holder of ERISA) a Right, other than the Acquiring Person or the affiliates, associates or transferees thereof (whose Rights will thereafter be void), will thereafter have the right to receive upon exercise thereof at the then current exercise price of the Right that is number of Common Shares having a market value of two times the exercise price of the Right, subject to any federal, state certain possible adjustments. In the event that the Company is acquired in certain mergers or local law that is, other business combination transactions or 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) are sold after a person or group becomes an Acquiring Person (except pursuant to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”Permitted Offer), or any person acting on behalf holders of any such Plan or using the assets Rights will thereafter have the Right to receive, upon exercise thereof at the then current exercise price of the Right, that number of Common Shares of the acquiring company (or, in certain cases, one of its Affiliates) having a Plan to purchase such Certificatemarket value of two times the exercise price of the Right.

Appears in 1 contract

Samples: Rights Agreement (Rainforest Cafe Inc)

WITNESS. State ALS LEASING, INC., a Delaware corporation /s/ LESLXX XXXXXX ----------------------------- By: /s/ DAVIX X. XXXXXXX Xxxe: Leslxx Xxxxxx -------------------------------------- Name: DAVIX X. XXXXXXX ------------------------------- Title: VICE PRESIDENT ------------------------------ WITNESS: MEDITRUST ACQUISITIONS CORPORATION III, a Delaware corporation /s/ ----------------------------- By: /s/ MICHXXX X. XXXXXX Xxxe: -------------------------------------- Name: Michxxx X. Xxxxxx ------------------------------- Title: Chief Operating Officer ------------------------------ [Seventh Amendment of _________} County Agreement Regarding Related Lease Transactions] JOINDER AND CONSENT Sterling House Corporation, being a guarantor of ________} On ________________________the various obligations of ALS Leasing Inc. under one or more guaranties (collectively, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed "Guaranty") delivered to the within instrument and acknowledged to me that he/she executed the same Meditrust Parties in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Meditrust/ALS Transactions (as defined in Section 3(32the Related Transactions Agreement), hereby (A) joins in this Seventh Amendment and consents to the provisions hereof, and (B) agrees that it will not in any way raise any aspect of ERISA) that is subject this Seventh Amendment as a defense to any federalaction or proceeding instituted by any of the Meditrust Parties to enforce the Guaranty. WITNESS: STERLING HOUSE CORPORATION, state a Kansas corporation /s/ ALICX XXXXXXX ------------------------------ By: /s/ R. GAIL XXXXX Xxxe: Alicx Xxxxxxx ----------------------------- Name: R. Gail Xxxxx ------------------------ Title: Vice President ----------------------- JOINDER AND CONSENT Alternative Living Services, Inc., being a guarantor of the various obligations of the ALS Leasing Inc. under one or local law that ismore guaranties (collectively, to a material extent, similar the "Guaranty") delivered to the foregoing provisions of ERISA or Meditrust Parties in connection with the Code Meditrust/ALS Transactions (“Similar Law”) (each, a “Plan”as defined in the Related Transactions Agreement), hereby (A) joins in this Seventh Amendment and consents to the provisions hereof, and (B) agrees that it will not in any way raise any aspect of this Seventh Amendment as a defense to any action or proceeding instituted by any person acting on behalf of any such Plan or using the assets of a Plan Meditrust Parties to purchase such Certificateenforce the Guaranty.

Appears in 1 contract

Samples: Agreement Regarding Related Lease Transactions (Alternative Living Services Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, before me, assigns and transfer unto __________________ _________________________________Notary Public___________________ (Please print name and address of transferee) this Rights Certificate, personally appeared together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the foregoing paragraph is true and correctSecurities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Witness my hand and official seal. Notary --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature Wxxxx Fargo Bank, National Associationin the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxin every particular, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Associationwithout alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxthe case may be, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and is not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfercompleted, the undersigned hereby represents Company and warrants to you that, with respect to the Certificate, Rights Agent will deem the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions beneficial owner of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) Rights evidenced by this Rights Certificate to be an Acquiring Person or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an Affiliate or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of ERISAFirst Transfer of Montauk Financial Corp. (the "Company") that is subject authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to any federalshareholders of record on August 8, state or local law that is, to a material extent, similar 2007. Prior to the foregoing provisions of ERISA or Distribution Date referred to below, if any, the Code (“Similar Law”) (eachRights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, a “Plan”)if any, or any person acting on behalf of any such Plan or using the assets of a Plan Company will cause rights certificates to purchase such Certificatebe delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.

Appears in 1 contract

Samples: Rights Agreement (First Montauk Financial Corp)

WITNESS. State of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official sealseal at the County and State aforesaid, this 28 day of May, 1998. (signature) (SEAL) Notary Public The undersigned, constituting the Developer pursuant to the Master Declaration of Covenants, Restrictions and Easements for Admiral's Cove, by its signature Wxxxx Fargo Bankbelow, National Associationhereby joins in the execution of this Amendment #2 to Master Declaration of Covenants, Restrictions and Easements for Admiral's Cove attached hereto, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxof the 28 day of May, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee1998. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferSTATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, the undersigned hereby represents authority, personally appeared Xxxxxxxx Xxxxxxx and warrants Xxxxxx Xxxxxxx, to you thatme well known to be the persons described in and who execute the foregoing instrument as President and Secretary, with respect to the Certificaterespectively, of ADMIRAL'S COVE, INC., a Florida corporation, the Purchaser is not said ADMIRAL'S COVE, INC. being the General Partner of BLW ENTERPRISES, LTD., a Florida Limited Partnership, and will not become an employee benefit plan or other plan subject to they severally acknowledged before me that they executed such instrument as as the fiduciary responsibility provisions free act and deed of said Corporation, as the Limited Partner of the Employee Retirement Income Security Act General Partner of 1974said Limited Partnership. WITNESS my hand and official seal at the County and State aforesaid, this 28 day of May, 1989. (signature) (SEAL) Notary Public The undersigned constituting the Class B Member of Admiral's Cove Master Property Owners Association, Inc. by its signature below hereby joins in the execution of this Amendment #2 to Master Declaration of Covenants, Restrictions, and Easements for Admiral's Cove as attached hereto as of the 28 day of May, 1998. THE CLUB AT ADMIRALS COVE, INC. STATE OF FLORIDA COUNTY OF PALM BEACH Before me, the undersigned authority, personally appeared Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, to me well known to be the persons described in and who executed the foregoing instrument as President and Secretary, respectively, of THE CLUB AT ADMIRAL'S COVE, INC., a Florida corporation, and they severally acknowledged before me that they executed such instrument as such officers of said Corporation, and that the seal was affixed to said instrument and it is the true corporate seal of the Corporation, and that it was affixed to said instrument by due and regular corporate authority, and that said instrument is the free act and deed of said Corporation. WITNESS my hand and official seal at the County and State aforesaid, this 28 day of May, 1998. (signature) (SEAL) Notary Public The undersigned constituting the Class "C" Member of Admiral's Cove Master Property Owners Association, Inc. by its signature below hereby joins in the execution of this Amendment #2 to Master Declaration of Covenants, Restrictions, and Easements for Admiral's Cove as attached hereto as of the 28 day of May, 1998. STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, the undersigned authority, personally appeared Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, to me well known to be the persons described in and who execute the foregoing instrument as President and Secretary, respectively, of ADMIRAL'S COVE, INC., a Florida corporation, the said ADMIRAL'S COVE, INC. being the General Partner of BLW ENTERPRISES, LTD., a Florida Limited Partnership, which is a General Partner of ADMIRALS COVE ASSOCIATES, LTD., a Florida Limited Partnership, and they severally acknowledged before me that they executed such instrument as the free act and deed of said Corporation, as amended (“ERISA”) or Section 4975 the Limited Partner of the Internal Revenue Code General Partner of 1986said Limited Partnership. WITNESS my hand and official seal at the County and State aforesaid, as amended this 28 day of May, 1989. (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”signature) (eachSEAL) Notary Public This Third Amendment made as of the 24th day of June, 2004, by the ADMIRAL'S COVE MASTER PROPERTY OWNERS ASSOCIATION, INC., a “Plan”Florida corporation not-for-profit (hereinafter referred to as "Property Owners Association"), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Master Declaration of Covenants, Restrictions and Easements

WITNESS. State By: ----------------------------- Name: Xxxxxxx Xxxxxxx ------------------ --------------------------- Title: Secretary ------------------ -------------------------- AGENT: NATIONSBANK, NATIONAL ASSOCIATION, as Agent for the Lenders WITNESS: By: ----------------------------- Name: Miles X. Xxxxxxx, III ----------------- --------------------------- Title: Senior Vice President ----------------- -------------------------- COLLATERAL ASSIGNMENT OF TRADEMARK LICENSE AGREEMENT SIGNATURE PAGE 1 OF 1 EXHIBIT A License Agreement ----------------- See Attached. EXHIBIT B Form of _________} County of ________} On ________________________Absolute Assignment --------------------------- ABSOLUTE ASSIGNMENT OF TRADEMARK LICENSE AGREEMENT KNOW ALL MEN by these presents that BREED Technologies, before meInc., _________________________________Notary Public, personally appeared ___________________________, who proved to me on a Delaware corporation (the basis of satisfactory evidence to be "Licensee") is the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws Licensee of the State Licensed Trademarks as set forth and defined in that certain Trademark License Agreement dated as of ________ that October 30, 1997 attached hereto with AlliedSignal Inc. and AlliedSignal Technologies Inc. ("License Agreement") and, in consideration of the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bankcredit facilities from NationsBank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Associationa national banking association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned Agent (the “Purchaser”"Agent") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] for each of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates the lenders (the “Certificate”"Lenders") issued pursuant now or hereafter party to that certain Trust and Servicing Agreement, Credit Agreement dated as of December 22October 30, 2015 1997 among Breed Technologies, Inc. and certain Subsidiaries, the Agent and the Lenders (as from time to time amended, supplemented or restated, the “Trust "Credit Agreement”)") and has sold, assigned, transferred, sublicensed and set over, and by this assignment does sell, assign, transfer, sublicense and among Credit Suisse First Boston Mortgage Securities Corp.set over to the Agent, as Depositorall of its right title, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms interest in the Trust License Agreement, and the obligations described therein and any monies due and to become due thereunder. In connection with such transferTO HAVE AND TO HOLD the same unto Agent, the undersigned hereby represents its successors and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateassigns forever.

Appears in 1 contract

Samples: Credit Agreement (Breed Technologies Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On the Company and its corporate seal. Dated as of February 6, 1998. ATTEST: PXXXXX DODGE CORPORATION Rxxxxx X. Xxxx By Dxxxxxx X. Xxxxxxx ------------------------- ------------------------ Secretary Title: Chairman and CEO Countersigned: The Chase Manhattan Bank By Rxxxxx X. Xxxxx ---------------------- Authorized Signatory 4 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared ____________________ ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _____________________________________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand address of transferee) this Right Certificate, together with all right, title and official seal. Notary signature Wxxxx Fargo Bankinterest therein, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [and does hereby irrevocably constitute and appoint ______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB___ Attorney, Commercial Mortgage Pass-Through Certificatesto transfer the within Right Certificate on the books of the within named Company, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[with full power of substitution. Dated:_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB___, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the ____ -------------------------- Signature Signatures Guaranteed: The undersigned hereby represents and warrants to you that, with respect to certifies that (1) the Certificate, the Purchaser is Rights evidenced by this Right Certificate are not and will not become beneficially owned by an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement); and (2) after due inquiry and to the best knowledge of ERISA) that is subject to the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any federal, state or local law that Person who is, to a material extent, similar was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. --------------------------- Signature NOTICE The signature to the foregoing provisions Assignment must correspond to the name as written upon the face of ERISA this Right Certificate in every particular, without alteration or the Code (“Similar Law”) (each, a “Plan”), enlargement or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.change whatsoever. 5

Appears in 1 contract

Samples: Rights Agreement (Phelps Dodge Corp)

WITNESS. State EQUITIES CORPORATION ------------------------------ BY: [SIG.] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [SIG.] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B - PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of _________} County the Company, fidelity and surety bonds, undertakings, and other contracts of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me suretyship of a similar nature. This Power of Attorney is granted and is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors on the basis 22nd day of satisfactory evidence to be the person whose name is subscribed to the within instrument November, 1994, which said Resolution has not been amended or rescinded and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person actedfollowing is a true copy: "RESOLVED, executed that the Chairman of the Board, the President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to execute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, fidelity and surety bonds, undertakings, or other contracts of suretyship of a similar nature; and to attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. I certify under PENALTY OF PERJURY under FURTHER RESOLVED, that the laws signatures of such officers and the seal of the State Company, and the signatures of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferany witnesses, the undersigned hereby represents signatures and warrants to you thatseal of any notary, with respect to and the Certificate, signatures of any officers certifying the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions validity of the Employee Retirement Income Security Act Power of 1974Attorney, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatemay be affixed by facsimile."

Appears in 1 contract

Samples: Subdivision Improvement Agreement (Mego Financial Corp)

WITNESS. State of By: ----------------------------------- Name: ----------------------------------- Title: ------------------------------ ----------------------------------- EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: RG America, Inc. 1507 Capital Avenue Suite 101 Plano, Texas 75074 Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Xxe undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): _________} County of _ ________ shares of the common stock covered by such warrant; or _} On _______ the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of $______________ in lawful money of the United States. The undersigned requests that the certificates for such shares be issued in the name of, before me, and delivered to _________________________________Notary Public, personally appeared _____________ whose address is ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: . The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to that all offers and sales by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions undersigned of the Employee Retirement Income Security securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”)"Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ------------------------- -------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) Address: ------------------------------ ------------------------------ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, or a governmental plan (as defined in Section 3(32the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of RG America, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of ERISAsuch person(s) that is subject and appoints each such person Attorney to any federaltransfer its respective right on the books of RG America, state or local law that is, Inc. with full power of substitution in the premises. Percentage Number Transferees Address Transferred Transferred ----------- ------- ----------- ----------- Dated: ------------------------- -------------------------------------- (Signature must conform to a material extent, similar to name of holder as specified on the foregoing provisions face of ERISA or the Code (“Similar Law”) (each, a “Plan”Warrant), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (RG America, Inc.)

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WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ______________the Corporation and its corporate seal. Dated as of __________, before me, _____. [SEAL] ATTEST: DATA I/O CORPORATION By _________________________________Notary Public, personally appeared _ By ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _______ Name ________________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [Name ______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_________ Title _______________________________ Title _______________________________ Countersigned: [ ] Initial Notional Amount] By __________________________________ Name ________________________________ Title _______________________________ Form of CSMC Trust 2015Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________________________ hereby sells, assigns and transfers unto _____________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-GLPBin-Fact, Commercial Mortgage Passto transfer the within Right Certificate on the books of the within-Through Certificatesnamed Corporation, Series 2015-GLPBwith full power of substitution. Dated:__________, [Class R][Class X-B] Certificates _____ _______________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (the “Certificate”or any successor rule or regulation) issued promulgated pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Exchange Act of 19741934, as amended (“ERISA”this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or Section 4975 transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”Rights Agreement), (2) this Right Certificate is not being sold, assigned or a governmental plan (as defined in Section 3(32) of ERISA) that is subject transferred to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan Acquiring Person, Affiliate or using Associate, and (3) after due inquiry and to the assets best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). _______________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________, _____ _______________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). Form of Reverse Side of Right Certificate -- continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Plan Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to purchase the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such Certificateterms are defined in the Rights Agreement).

Appears in 1 contract

Samples: Rights Agreement (Data I/O Corp)

WITNESS. State my hand and seal of Xxxxxx Building Systems, Inc. this ____ day of ________, 2000. ------------------------------------ Secretary CERTIFICATE OF THE SECRETARY OF DELAWARE XXXXXX ACQUISITION CORPORATION I, the Secretary of Delaware Xxxxxx Acquisition Corporation, hereby certify that the Plan and Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the corporation by the President and Secretary under the corporate seal of the corporation, was duly approved and adopted by written consent of the sole stockholder of the corporation, dated _} County _______, 2000. WITNESS my hand and seal of Delaware Xxxxxx Acquisition Corporation, Inc. this ____ day of ________} On , 2000. ----------------------------------- Secretary EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), to be effective as of the date and time a properly executed copy of a Certificate of Merger is duly filed with the Secretary of State of Delaware in accordance with Section 2.2 of that certain Agreement and Plan of Merger among Xxxxxx Business Systems, Inc., COA Housing Group, Inc. (a subsidiary of Coachmen Industries, Inc.) and Delaware Xxxxxx Acquisition Corporation dated as of August ___, 2000, (the "Effective Date"), is entered into between Xxxxxx Building Systems, Inc., a Delaware corporation (the "Company"), and ________________________, before me, _ of _________________________________Notary Public_ ("Employee"). Employee is an executive of Company, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence which is anticipated to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that acquired by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Delaware Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting Acquisition Corporation on behalf of any such Plan or using COA Housing Group, Inc. and Coachmen Industries, Inc., which are third party beneficiaries of this Agreement. Employee acknowledges that this Agreement was a material consideration for that acquisition, but for which the assets acquisition would not have taken place. Now, therefore, in consideration of a Plan the premises, and for the mutual promises this Agreement contains, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to purchase such Certificate.be bound as follows:

Appears in 1 contract

Samples: Merger Agreement (Coachmen Industries Inc)

WITNESS. State of _________} County of ________} On ________________________ASSIGNOR: PHILIPS INTERNATIONAL REALTY, before meL.P., a Delaware limited partnership By: Philips International Realty Corp., a Maryland corporation, its general partner _______________________________ By:___Notary Public, personally appeared ________________________ Print Name:____________________ Name: Title: WITNESS: ASSIGNEE: ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____ ______________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [Print Name:______] [______] Attention: [______] Re__ XXXXXX XXXXXXXX By signing below, Limited Partnership consents to Assignor's assignment of the Assigned Interest to Assignee pursuant to this Assignment and the Redemption Agreement and hereby agrees to amend the Partnership Agreement in accordance with this Assignment and the Redemption Agreement and to admit Assignee as a limited partner of Limited Partnership pursuant to the Partnership Agreement, as may be amended from time to time. PALM SPRINGS MILE ASSOCIATES, LTD., a Florida limited partnership By: CSMC Trust 2015Philips Palm Springs Sub-GLPBVIII, Commercial Mortgage Pass-Through CertificatesInc., Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[a Delaware corporation, its general partner By:_____]% Percentage Interest][[$__________________________ Name: Title: SCHEDULE 1 LEGAL DESCRIPTION OF THE PROPERTY [See attached] Initial Notional Amount] SCHEDULE D GENERAL RELEASE FROM OPERATING PARTNERSHIP RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of CSMC Trust 2015-GLPBthemselves and each of their respective direct or indirect subsidiaries or other affiliates, Commercial Mortgage Pass-Through Certificatessuccessors, Series 2015-GLPBpredecessors and permitted assigns collectively as RELEASOR, [Class R][Class X-B] Certificates (for good and valuable consideration, receipt of which is hereby acknowledged, release and discharge XXXXXX XXXXXXXX, an individual a residence at 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, New York 11559, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively as RELEASEE from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever from the “Certificate”) issued pursuant beginning of the world to the day of the date of this Release and relating to, arising under or in connection with that certain Trust and Servicing Agreement, Redemption Agreement dated as of December 22April __, 2015 (the “Trust Agreement”), 2000 by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator RELEASOR and Wxxxx Fargo Bank, National Association, as TrusteeRELEASEE. Capitalized terms used and This RELEASE may not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreementbe changed orally. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser [The remainder of this page is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateintentionally left blank.]

Appears in 1 contract

Samples: Redemption Agreement (Philips International Realty Corp)

WITNESS. State of By: ---------------------------------- Name: ---------------------------------- Title: ------------------------------------ ---------------------------------- EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: BIO-Key International, Inc. Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): / / _________} County _ shares of ________} On the Common Stock covered by such Warrant; or / / the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): / / $__________ in lawful money of the United States; and/or / / the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or / / the cancellation of such number of shares of Common Stock as is necessary, before mein accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person _ whose name address is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to that all offers and sales by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions undersigned of the Employee Retirement Income Security securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”)"Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ---------------------- --------------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) Address: ------------------------------------ ------------------------------------ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, or a governmental plan (as defined in Section 3(32the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of BIO-Key International, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of ERISAsuch person(s) that is subject and appoints each such person Attorney to any federaltransfer its respective right on the books of BIO-Key International, state or local law that is, Inc. with full power of substitution in the premises. Dated: ----------------------- ---------------------------------------------- (Signature must conform to a material extent, similar to name of holder as specified on the foregoing provisions face of ERISA or the Code Warrant) Address: ------------------------------------ ------------------------------------ SIGNED IN THE PRESENCE OF: --------------------------------------------- (“Similar Law”Name) ACCEPTED AND AGREED: [TRANSFEREE] ---------------------------------------- (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.Name) B-1 EXHIBIT C FORM OF OPINION

Appears in 1 contract

Samples: Securities Purchase Agreement (Bio Key International Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On the Company and its corporate seal. Dated as of _____________________________ 19_ ATTEST: THE LAMSXX & XESSIONS CO. By: --------------------------------- ---------------------------------- Secretary Title: [SEAL] Countersigned: NATIONAL CITY BANK By: ------------------------------------------------- Authorized Signature 34 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED,_____________________________ hereby sells, before me, assigns and transfers unto_________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _ ___________________________________________________________________________ that the foregoing paragraph is true (Please Print name and correct. Witness my hand address of transferee) this Right Certificate, together with all right, title and official seal. Notary signature Wxxxx Fargo Bankinterest therein, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [and does hereby irrevocably constitute and appoint ______] [______] Attention______ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB__, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the 19___ ___________________________ Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby represents and warrants to you certifies by checking the appropriate boxes that: the Rights evidenced by this Right Certificate [ ] are [ ] are not being sold, with respect to the Certificateassigned, the Purchaser is not and will not become an employee benefit plan transferred, split up, combined or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) exchanged by or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Plan Person (as such terms are defined in the Rights Agreement); after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or using became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: __________________, 19___ ____________________________ Signature 35 FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the assets Right Certificate) TO THE LAMSXX & XESSIONS CO.: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the one one-hundredths of a Plan to purchase Preferred Share or other securities issuable upon the exercise of such Certificate.Rights and requests that certificates for such securities be issued in the name of: Please insert social security or other identifying number:___________________________________________________

Appears in 1 contract

Samples: Rights Agreement (Lamson & Sessions Co)

WITNESS. State By: ----------------------------------- Name: ---------------------- --------------------------------- Title: -------------------------------- ---------------------- SECURITY AGREEMENT EXHIBIT A --------- Location of _________} County Accounts -------------------- EXHIBIT B --------- Location of ________} On ________________________Inventory --------------------- EXHIBIT C --------- Location of Equipment --------------------- EXHIBIT D --------- Trade Names and Styles ---------------------- EXHIBIT S-1 Form of Opinion of In-House Counsel [See attached.] April 28, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank1998 NationsBank, National Association, as Certificate Registrar Mxxxxxxxx Agent and each of the Lenders Party to the Credit Agreement Referenced Below NationsBank Xxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxXxxxxxxxx, Xxxxxxxxx XX 00000-0000 AttentionRe: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank$525,000,000 Term Loan Facilities and $150,000,000 Revolving Credit and Letter of Credit Facility among NationsBank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx XxxxxxxxAgent, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPBthe Lenders party thereto, Commercial Mortgage Pass-Through CertificatesBREED Technologies, Series 2015-GLPB Inc. and certain Subsidiaries designated as Borrowers therein Ladies and Gentlemen: The undersigned I am associate general counsel to BREED Technologies, Inc., a Delaware corporation ("BREED") and certain Domestic Subsidiaries of BREED identified on Schedule I hereto (the “Purchaser”"CORPORATE GUARANTORS") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates and Schedule II hereto (the “Certificate”"PARTNERSHIP GUARANTORS" and, together with the Corporate Guarantors, the "GUARANTORS") issued in connection with the term loan facilities of $525,000,000 and the revolving credit facility of up to $150,000,000, including the $25,000,000 sublimit for the Letter of Credit Facility constituting part of the Revolving Credit Facility, the term loan facilities being made available to BREED and the Revolving Credit Facility being made available to BREED and certain foreign Subsidiaries of BREED designated as Borrowers (the "BORROWING SUBSIDIARIES") on this date pursuant to that certain Trust the Amended and Servicing AgreementRestated Credit Agreement of even date herewith among you, dated as of December 22the Lenders, 2015 BREED and the Borrowing Subsidiaries (the “Trust Agreement”thE "RESTATED CREDIT AGREEMENT"), by and among the other transactions contemplated under the Restated Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as TrusteeAgreement. Capitalized This opinion is being delivered in accordance with the conditions set forth in Section 7.1 of the Restated Credit Agreement. All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms provided therefor in the Trust Restated Credit Agreement. In connection with such transfermy capacity as associate general counsel, I have reviewed the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.following documents:

Appears in 1 contract

Samples: Credit Agreement (Breed Technologies Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ________________________, before me, Riverside Forest Products Limited and its corporate seal. Date: ----------------------- RIVERSIDE FOREST PRODUCTS LIMITED By: By: --------------------------------- ------------------------------- President Secretary Countersigned: MONTREAL TRUST COMPANY OF CANADA By: ----------------------------------- Authorized Signatory By: ----------------------------------- Authorized Signatory -50- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________Notary Public_____________ hereby sells, personally appeared assigns and transfers unto ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ___________________________________________________ (Please print name and address of CSMC Trust 2015-GLPBtransferee.) the Rights represented by this Rights Certificate, Commercial Mortgage Pass-Through Certificatestogether with all right, Series 2015-GLPBtitle and interest therein, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by does hereby irrevocably constitute and among Credit Suisse First Boston Mortgage Securities Corp.appoint _____________________________________________________________________________ , as Depositorattorney, KeyBank to transfer the within Rights on the books of Riverside Forest Products Limited, with full power of substitution. Dated: ____________________________ __________________________________ Signature Signature Guaranteed (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the National AssociationAssociation of Securities Dealers, as ServicerInc., AEGON USA Realty Advisorsor a commercial bank or trust company having an office or correspondent in Canada or the United States. CERTIFICATE (To be completed if true.) The undersigned party transferring Rights hereunder, LLChereby represents, as Special Servicerfor the benefit of all holders of Rights and Common Shares, Wxxxx Fargo Bankthat the Rights evidenced by this Rights Certificate are not, National Associationand, as Certificate Administrator and Wxxxx Fargo Bankto the knowledge of the undersigned, National Associationhave never been, as TrusteeBeneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms used and not otherwise defined herein shall have the respective meanings meaning ascribed to such terms thereto in the Trust Shareholder Rights Plan Agreement. In connection with such transfer, the undersigned hereby represents and warrants --------------------------------- Signature (To be attached to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such each Rights Certificate.)

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Riverside Forest Products Marketing LTD)

WITNESS. State the due execution of this Stock Purchase Warrant as of the date first written above with the intent to be legally bound. NEW ENGLAND AUDIO CO., INC. By: ------------------------------- Title: ---------------------------- ANNEX A to Warrant [SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby (1) subscribes for _________} County of ________} On _ shares which the undersigned is entitled to purchase under the terms of the within Warrant, (2) makes the full cash payment therefor called for by the within Warrant, and (3) directs that the shares issuable upon exercise of said Warrant be issued as follows: ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX B to Warrant [TO BE EXECUTED TO EFFECT A TRANSFER OF THE WARRANT] FOR VALUE RECEIVED _______________________________ hereby sells, before meassigns, and transfers unto _________________________________Notary Public__________________, personally appeared the right to purchase ____________________ shares evidenced by the within Warrant, and does hereby irrevocably constitute and appoint ___________________ to transfer such right on the books of Company, with full power of substitution. ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX C to Warrant [TO BE EXECUTED TO EFFECT AN EXCHANGE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby directs the Company to exchange said Warrant for like warrants in the following denominations: ___________________________. ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- JOINDER TO WARRANT PURCHASE AGREEMENT This Joinder is made as of May 31, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same 1997 by EXETER EQUITY PARTNERS, L.P. ("Exeter Equity") in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws favor of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant parties to that certain Trust and Servicing Agreement, Warrant Purchase Agreement dated as of December 22May 30, 2015 1997 among New England Audio Co., Inc. (the “Trust "Company") and the Initial Holders under and as defined therein (the "Warrant Purchase Agreement"), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed assigned to such terms in the Trust Warrant Purchase Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Tweeter Home Entertainment Group Inc)

WITNESS. State Name: Address: SECOND START-UP LOAN PROVIDER EXECUTED as a DEED by ) CITIBANK N.A., LONDON BRANCH ) ) acting by its attorney ) in the presence of: ) Witness: Name: Address: ONE NEW CHANGE LONDON EC4M 9QQ...................................................... XXXXX XTART-UP LOAN PROVIDER THE COMMON SEAL of _________} County ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory FOURTH START-UP LOAN PROVIDER THE COMMON SEAL of ________} ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory FIFTH START-UP LOAN PROVIDER THE COMMON SEAL of ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory SIXTH START-UP LOAN PROVIDER THE COMMON SEAL of ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory FUNDING LIQUIDITY FACILITY PROVIDER EXECUTED as a DEED by ) THE ROYAL BANK OF ) SCOTLAND PLC ) acting by its attorney in ) the presence of: ) Witness: Name: Address: SECURITY TRUSTEE EXECUTED as a DEED by ) JPMORGAN CHASE ) BANK, LONDON BRANCH ) ) acting by its attorney ) in the presence of ) Witness: Name: Address: AMENDED AND RESTATED FUNDING PRIORITY OF PAYMENTS PART I FUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS On ________________________each Intercompany Loan Determination Date, before me, _________________________________Notary Public, personally appeared ___________________________, who proved Funding or the Cash Manager in its place will determine the Funding Available Revenue Receipts available to me pay the amount set out below on the basis immediately succeeding Interest Payment Date. Funding Available Revenue Receipts will be applied on each Interest Payment Date (or, in the case of satisfactory evidence amounts due by Funding or the First Issuer, the Second Issuer, the Third Issuer, the Fourth Issuer, the Fifth Issuer or the Sixth Issuer as the case may be, to be the person whose name is subscribed third parties or to the within instrument and acknowledged First Issuer Account Bank, the Second Issuer Account Bank, the Third Issuer Account Bank, the Fourth Issuer Account Bank, the Fifth Issuer Account Bank or the Sixth Issuer Account Bank pursuant to me that he/she executed item (a) below or to the same in his/her authorized capacity and that by his/her signature Account Bank pursuant to item (c) below, on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws date when due) until enforcement of the State Funding Security or until such time as there are no amounts outstanding under any Intercompany Loan Agreements, in making such payments and provisions in the following order of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned priority (the “Purchaser”"FUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust in each case only if and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan extent that payments or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined higher priority have been made in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.full):

Appears in 1 contract

Samples: Fund (Holmes Financing No 6 PLC)

WITNESS. my hand and official seal the day and year in this certificate first above written. Signature /s/ Terexx X. Xxxx ------------------------------------------- Printed Name Terexx X. Xxxx ---------------------------------------- Notary public in and for the State of _________} Washington residing at Snohomish County ----------------------------------------- My appointment expires 10/9/99 ------------------------------ BION DIAGNOSTICS BUILDING SUBLEASE BETWEEN BION DIAGNOSTIC SCIENCES, INC. (TENANT) AND EPOCH PHARMACEUTICALS, INC. (SUBTENANT) CONSENT BY LESSOR The undersigned, the Prime Landlord, joins in the execution of ________} On ________________________this Sublease solely to evidence its consent to the subletting of the Premises described herein, as such consent is required pursuant to the Prime Lease. However, by this consent Prime Landlord does not approve or disapprove this Sublease, and neither the execution of this Sublease nor anything done pursuant to the provisions thereof shall be deemed or construed to modify the Prime Lease. It is understood that Bion Diagnostic Sciences, Inc. remains liable for its obligations under the Lease. This consent shall not be deemed to increase the obligations or liabilities of the Prime Landlord, or to reduce the Prime Landlord's rights and remedies under the Prime Lease. This consent shall not be deemed a consent to any other or further subletting. LANDLORD: Zetron, Inc. a Washington Corporation By: /s/ Danixx X. Xxxxxxxxx ---------------------------- Its Vice President ---------------------------- LANDLORD ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) THIS IS TO CERTIFY that on this 30th day of September, 1998, before me, _________________________________Notary Publicthe undersigned, a notary public in and for the state of Washington, duly commissioned and sworn, personally appeared ___________________________, who proved to Danixx X. Xxxxxxxxx xx me on the basis of satisfactory evidence known to be the person whose name is subscribed V.P. of Zetron, Inc, a corporation, to be known to be the Washington Corporation that executed the within instrument and foregoing instrument, and acknowledged the said instrument to me be the free and voluntary act and deed of said corporation and partnerships for the uses and purposes therein mentioned, and on oath stated that he/she executed the same in his/her said individual was authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the to execute said instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Sublease (Epoch Pharmaceuticals Inc)

WITNESS. State the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________} County of _ ________} On , 2000. CATHAY BANCORP, INC. By: -------------------------------------- [Title] ATTEST: ------------------------------------ [Title] Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights Agent By ---------------------------------- [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared ___________________ ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____________________________________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBSaddress of transferee) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [_ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] _____ Attorney, to transfer said Rights on the books of CSMC Trust 2015the within-GLPBnamed Company, Commercial Mortgage Pass-Through Certificateswith full power of substitution. Dated: ____________________________ ------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, Series 2015-GLPBtrust company, [Class R][Class X-B] Certificates broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. -------------------------------------------------------- (To be completed) The undersigned hereby certifies that the “Certificate”) issued pursuant to that certain Trust and Servicing AgreementRights evidenced by this Right Certificate are not beneficially owned by, dated as of December 22, 2015 (the “Trust Agreement”), were not acquired by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents from, and warrants are not being assigned to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). ------------------------------------ Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To CATHAY BANCORP, INC.: The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of ERISAPreferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that is subject to any federal, state certificates for such shares of Preferred Stock (or local law that is, to a material extent, similar to such other securities) be issued in the foregoing provisions name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of ERISA or Rights shall not be all the Code (“Similar Law”) (eachRights evidenced by this Right Certificate, a “Plan”)new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:________________________ ------------------------------------ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or any person acting on behalf of any such Plan or using the assets of other eligible institution participating in a Plan to purchase such Certificaterecognized signature guarantee medallion program.

Appears in 1 contract

Samples: Rights Agreement (Cathay Bancorp Inc)

WITNESS. State of Subscribed and sworn to before me this _________} County of ________} On ________ day of_________________, before me, 200__. ___________________________________ Notary PublicPublic EXHIBIT 7 FORM OF OPINION OF COUNSEL December 22, personally appeared ___________________________2003 Xxxxxx Brothers Bank, who proved FSB 000 0xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: I am Assistant General Counsel to Bank of America Corporation and have acted as special counsel to Bank of America, N.A. (the "Bank") in connection with the transactions referred to herein. In that capacity, I am familiar with the sale by the Bank of the Mortgage Loans pursuant to that certain Mortgage Loan Sale and Servicing Agreement by and between the Bank, as Seller and as Servicer, and Xxxxxx Brothers Bank, FSB, as Purchaser, dated as of December 1, 2003 (the "Sale Agreement"). Capitalized terms not otherwise defined herein have the meanings set forth in the Sale Agreement. In connection with rendering this opinion letter, I have examined the Sale Agreement and such other records and other documents as I have deemed necessary and relevant. As to matters of fact, I have examined and relied upon representations of the parties contained in the Sale Agreement and, where I have deemed appropriate, representations and certifications of officers of the Bank or public officials. I have assumed the authenticity of all documents submitted to me on as originals, the basis genuineness of satisfactory evidence to be all signatures, the person whose name is subscribed legal capacity of natural persons and the conformity to the within instrument and acknowledged originals of all documents submitted to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrumentas copies. I certify have assumed that all parties, except for the Bank, had the corporate power and authority to enter into and perform all obligations under PENALTY OF PERJURY under such documents, and, as to such parties, I also have assumed the due authorization by all requisite corporate action, the due execution and delivery and the validity, binding effect and enforceability of such documents. I have not examined the Mortgages, the Mortgage Loan Documents or other documents in the Mortgage Files (such documents, collectively, the "Mortgage Documents"), and I express no opinion concerning the conformity of any of the Mortgage Documents to the requirements of the Sale Agreement. The opinions set forth herein are limited to matters governed by the laws of the State of ________ North Carolina and the federal laws of the United States of America, and no opinion is expressed herein as to the laws of any other jurisdiction. For purposes of these opinions, I have disregarded the choice of law provision in the Sale Agreement and, instead, have assumed that the foregoing paragraph Sale Agreement is true governed exclusively by the internal, substantive laws and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions judicial interpretation of the Employee Retirement Income Security Act State of 1974North Carolina. I assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, as amended (“ERISA”) or Section 4975 if I become aware of any facts that might change the opinions expressed herein after the date of this opinion. I do not express any opinion, either implicitly or otherwise, on any issue not expressly addressed below. Based upon the foregoing, I am of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.opinion that:

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Sturctured Asset Securities Corp Mort Pass Thru Ser 2004-1)

WITNESS. State of _________} County of ________} On ________________________ATTEST: FIRST UNION NATIONAL BANK, before me, successor by merger to Signet Bank By: (SEAL) ------------------------ ----------------------- Name: --------------------- Title: -------------------- WITNESS/ATTEST: 7 FREDXXXXX XXXWING CO. By: (SEAL) ---------------------- ------------------------- Name: ----------------------- Title: ---------------------- 8 STATE OF _________________________________Notary Public___) ) ss: CITY/COUNTY OF ___________________________ ) I HEREBY CERTIFY that on this day of March, 1998, before me, the subscriber, a notary public of the above state and city/county, personally appeared , known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing Loan Modification Agreement, who acknowledged himself/herself to be the of First Union National Bank, and that he/she being authorized to do so, executed the foregoing Loan Modification Agreement for the purposes therein contained. -------------------------------------- Notary Public My commission expires: ________________ STATE OF ____________________________________) ) ss: CITY/COUNTY OF ___________________________ ) I HEREBY CERTIFY that on this day of March, who proved 1998, before me, the subscriber, a notary public of the above state and city/county, personally appeared , known to me on the basis of satisfactory evidence or satisfactorily proven to be the person whose name is subscribed to the within instrument foregoing Loan Modification Agreement, who acknowledged himself/herself to be the of Fredxxxxx Xxxwing Co., and acknowledged to me that he/she executed the same in his/her being authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person actedto do so, executed the instrumentforegoing Loan Modification Agreement for the purposes therein contained. I certify under PENALTY OF PERJURY under the laws of the State of -------------------------------------- Notary Public My commission expires: ________________ that the foregoing paragraph is true 9 CONSENT OF MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY The Maryland Industrial Development Financing Authority ("MIDFA") hereby acknowledges and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar consents to the foregoing provisions of ERISA or Loan Modification Agreement by and between First Union National Bank, successor by merger to Signet Bank (the Code (“Similar Law”) (each, a “Plan”"Bank"), or any person acting on behalf of any such Plan or using and Fredxxxxx Xxxwing Co. (the assets of a Plan "Borrower"). MIDFA reaffirms to purchase such Certificatethe Bank MIDFA's obligations under the Insurance Agreement dated July 19, 1996 between MIDFA and the Bank relating to the $1,500,000.00 loan to the Borrower.

Appears in 1 contract

Samples: Loan Modification Agreement (Frederick Brewing Co)

WITNESS. State Shorewood Packaging Corporation -------------------------- ------------------------------ Name: Name: Title: Secretary Title: STATE OF NEW YORK ) ) SS. CITY OF NEW YORK ) On this ______ day of _________} County of , 1995, before me, ________} On _______________, a Notary Public in and for the State of New York, personally appeared [ ] and [ ], the [ ] and [ ] of Shorewood Packaging Corporation respectively, known to me to be the persons who executed the foregoing Certificate of Designations and acknowledged to me that they executed the same pursuant to authority given by the Board of Directors of such corporation as their free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. ___________________________ My commission expires: ______________________ 50 Exhibit B [Form of Right Certificate] Certificate No. R-______________ _______ Rights NOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE COMPANY, before meTHE RIGHTS ARE SUBJECT TO REDEMPTION AT 1c. PER RIGHT OR EXCHANGE FOR COMMON STOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. Right Certificate SHOREWOOD PACKAGING CORPORATION This certifies that _________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of June __, 1995 (the "Rights Agreement") between Shorewood Packaging Corporation, a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. New York City time on the Expiration Date, as that term is defined in the Rights Agreement, at the office of the Rights Agent, or its successor as Rights Agent, one one-hundredth of a fully paid, nonassessable share of the Series B Junior Participating Preferred Stock, par value $10.00 per share ("Preferred Stock"), of the Company, at a purchase price of $17.00 per one one-hundredth of a share (the "Purchase Price") upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise of each Right) and the Purchase Price set forth above, are the number and Purchase Price as of June 14, 1995 based on the shares of Preferred Stock of the Company as constituted at such date. The Purchase Price and the number of shares of Preferred Stock which may be purchased upon the exercise of each of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of 1c. per Right on or prior to the Stock Acquisition Date (as defined in the Rights Agreement). In addition, subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged by the Company at its option for one share of Common Stock following the Stock Acquisition Date and prior to the time an Acquiring Person, as that term is defined in the Rights Agreement, owns 50% or more of the Voting Power, as that term is defined in the Rights Agreement, of the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). In lieu of fractions of a share, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ , 199_. SHOREWOOD PACKAGING CORPORATION By By ----------------------- --------------------------------- Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By ----------------------- Authorized signatory Date of countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________Notary Public__________ hereby sells, personally appeared assigns and transfers unto ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ____________________________________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBSaddress of transferee) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ___________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the within Right Certificate on the books of CSMC Trust 2015the within-GLPBnamed Company, Commercial Mortgage Pass-Through Certificateswith full power of substitution. Dated: ____________, Series 2015-GLPB19__ __________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Rights Agent, [Class R][Class X-B] Certificates (which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the “Certificate”) issued pursuant to that certain Trust and Servicing AgreementRights Agent in addition to, dated as or in substitution for, STAMP, all in accordance with the Securities Exchange Act of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp.1934, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateamended.

Appears in 1 contract

Samples: Rights Agreement (Shorewood Packaging Corp)

WITNESS. State the facsimile seal of _________} County the Corporation and the facsimile signatures of ________} On ________________________its duly authorized officers. DATED: 1/21/98 COUNTERSIGNED OLDE MONMOUTH STOCK TRANSFER CO, before meINC. 77 MXXXXXXX XXXXXXX, _________________________________Notary PublicXXXXX 000, personally appeared ___________________________XXXXXXXX XXXXXXXXX, who proved to me XX 00000 TRANSFER AGENT BY: /s/ [SIGNATURE ILLEGIBLE] AUTHORIZED SIGNATURE [THE ACCORD GROUP, INC. CORPORATE SEAL 1997 DELAWARE] /s/ J. Zhanxx Xxxxxxx /s/ Richxxx Xxxxxx XX SECRETARY CHAIRMAN RESTRICTED THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM. 15 RESTRICTED THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM. NUMBER SHARES ------ ------ AGR 01020 * 500,000 * THE ACCORD GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 00435N 20 3 COMMON STOCK THIS CERTIFIES THAT: ROBEXX XXXXXXX xx owner of * FIVE HUNDRED THOUSAND * FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PAR $.001 VALUE EACH OF THE ACCORD GROUP, INC. transferable on the basis books of satisfactory evidence the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that Delaware, and to the foregoing paragraph is true Certificate of Incorporation and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National AssociationBy-laws of the Corporation, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trusteenow or hereafter amended. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser This certificate is not and will not become an employee benefit plan or other plan subject to valid until countersigned by the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such CertificateTransfer Agent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rose International LTD)

WITNESS. State of _________} County of ________} On ________________________Bxxxxxx Xxx Xxxxxx /s/ Jxxx Xxxxxxx /s/Bxxxxxx Xxx Xxxxxx Print Name: Jxxx Xxxxxxx an individual Address: 1000 X. Xxxxx Xx. SS# #200, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx XxxxxxxxRxxx, XX 00000 AttentionWitness: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] AttentionBxxxxx Xxx Xxxxxx /s/ Jxxx Xxxxxxx /s/Bxxxxx Xxx Xxxxxx Print Name: [______] ReJxxx Xxxxxxx an individual Address: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and GentlemenSS# Witness: The undersigned Jxxx Xxxxxx /s/ Jxxx Xxxxxxx /s/Jxxx Xxxxxx Print Name: Jxxx Xxxxxxx an individual Address: SS# ###-##-#### GUARNATOR'S SIGNATURE MAY NOT BE WITNESSED BY GUARANTOR'S SPOUSE OR OTHER FAMILY MEMBER GUARANTY In order to induce U.S. BANCORP LEASING & FINANCIAL (the “Purchaser”"Creditor") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] enter into one or more financing arrangements in the form of CSMC Trust 2015-GLPBlease(s) or loan(s) (referred to herein as the "Transaction") with, Commercial Mortgage Pass-Through Certificatesor otherwise directly or indirectly making property available to GOLDEN ROAD MOTOR INN, Series 2015-GLPB, [Class R][Class X-B] Certificates INC. dba Atlantis Hotel & Casino (the “Certificate”"Obligor) issued pursuant and/or to that certain Trust induce Creditor to grant to Obligor such renewals, extensions, forbearances, releases of collateral or other relinquishments of rights, whether in connection with the Transaction(s) or otherwise, as Creditor may in its sole discretion deem advisable, and Servicing Agreementin consideration of any agreements heretofore or hereafter entered into between Creditor and Obligor (any and all such notes, dated as of December 22security agreements, 2015 (loan agreements, lease agreements, entered into between Obligor and Creditor together with any and all schedules and riders thereto and any and all other instruments or agreements including, without limitation, pledge agreements and assignments, executed and delivered by Obligor in connection therewith, being hereinafter collectively called the “Trust Agreement”"Agreements"), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator for other good and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfervaluable consideration, the undersigned receipt and sufficiency of which are hereby represents and warrants to you thatacknowledged, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended EACH OF THE UNDERSIGNED (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”EACH OF WHOM IS HEREINAFTER CALLED A "GUARANTOR"), or a governmental plan INTENDING TO BE LEGALLY BOUND, HEREBY JOINTLY AND SEVERALLY GUARANTEES THE FULL, PROMPT, COMPLETE AND FINAL PAYMENT AND PERFORMANCE OF ALL THE OBLIGOR'S OBLIGATIONS PURSUANT TO THE AGREEMENTS OR IN ANY WAY ARISING THEREFROM AND ANY AND ALL OTHER OBLIGATIONS AND LIABILITIES OF OBLIGOR TO CREDITOR, WHETHER NOW IN EXISTENCE OR ARISING HEREAFTER, AND WHETHER DIRECT OR INDIRECT, CONTINGENT OR ABSOLUTE, MATURED OR UNMATURED, SECURED OR UNSECURED, AND HOWEVER CONTRACTED OR ARISING (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”ALL SUCH OBLIGATIONS AND LIABILITIES BEING HEREINAFTER CALLED THE "OBLIGATIONS"), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Master Loan Agreement (Monarch Casino & Resort Inc)

WITNESS. State the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of_________} County of ________} On ,______. ATTEST: WEIGHT WATCHERS INTERNATIONAL, INC. By: By: -------------------------- -------------------------------- Countersigned: ---------------------------, as Rights Agent By: ----------------------------- Authorized Signatory 3 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FOR VALUE RECEIVED _________________________ hereby sells, before me, assigns and transfer unto _________________________________Notary Public_ ------------------------------------------------------------ (PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE) ------------------------------------------------------------ Rights represented by this Right Certificate, personally appeared together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------, ---- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature 4 [Form of Reverse Side of Right Certificate-- CONTINUED] FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE) To the Rights Agent: The undersigned hereby irrevocably elects to exercise _________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (PLEASE PRINT NAME AND ADDRESS) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ------------------------------- -------------------------------------------------------------- (PLEASE PRINT NAME AND ADDRESS) -------------------------------------------------------------- Dated: ----------------, --- ----------------------------------- Signature (SIGNATURE MUST CONFORM TO HOLDER SPECIFIED ON RIGHT CERTIFICATE) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo BankRights evidenced by this Right Certificate are not beneficially owned by, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), were not acquired by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents from, and warrants to you thatare not being sold, with respect to the Certificateassigned or transferred to, the Purchaser is not and will not become an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). ----------------------------------- Signature [Form of Reverse Side of Right Certificate -- CONTINUED] -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. ----------------------------------- EXHIBIT C WEIGHT WATCHERS INTERNATIONAL, Inc. SUMMARY OF TERMS OF PROPOSED RIGHTS PLAN Form of Security: Right (a "Right") to purchase one one-hundredth (1/100) of ERISAa share of the Series B Junior Participating Preferred Stock ("Series B Preferred Stock") that is subject to any federalof Weight Watchers International, state or local law that is, to a material extent, similar to Inc. (the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”"Company"), or any person acting on behalf of any such Plan or using the assets . One one-hundredth of a Plan share of Series B Preferred Stock is intended to purchase such Certificatebe the economic equivalent of one share of the Company's Common Stock.

Appears in 1 contract

Samples: Rights Agreement (Weight Watchers International Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ________________________the Corporation and its corporate seal. Dated as of . [SEAL] ATTEST: CROWN LABORATORIES, before meINC. By By ------------------------- -------------------------- Name: Name: Title: Title: Countersigned: -------------------------- By: -------------------------- Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, _________________________________Notary Publicassigns and transfers unto ------------------------------------------------------------ (Please print name and address of transferee) this Right Certificate, personally appeared ___________________________together with all right, who proved title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to me transfer the within Right Certificate on the basis books of satisfactory evidence to the within-named Corporation, with full power of substitution. Dated: --------------,---- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the person whose name National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is subscribed or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws best knowledge of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferundersigned, the undersigned hereby represents and warrants to you that, with respect to did not acquire the Certificate, the Purchaser Rights evidenced by this Right Certificate from any Person who is not and will not become or was an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as such terms are defined in Section 3(32) the Rights Agreement). ------------------------------- Signature Form of ERISA) that is subject Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ----------------------------- (To be executed by the registered holder if such holder desires to any federal, state or local law that is, to a material extent, similar to exercise Rights represented by the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Right Certificate.)

Appears in 1 contract

Samples: Rights Agreement (Crown Laboratories Inc /De/)

WITNESS. State the signatures and seals of FNB and Progress Bank as of the date first written above, each set by its president or a vice president and attested to by its cashier or secretary, pursuant to a resolution of its board of directors, acting by a majority. FLEET NATIONAL BANK By: ------------------------------------ Name: Xxxxxxxx X. Xxxxxxxx Title: Executive Vice President Attest: ------------------------- Name: Title: (Seal of Bank) STATE OF ) ) COUNTY OF ) On this _________} County _ day of ________} On ________________________August, 2003, before me, _________________________________a Notary PublicPublic for the State and County aforesaid, personally appeared ___________________________came the officers of FLEET NATIONAL BANK indicated above, who proved to me on and each in his capacity acknowledged the basis of satisfactory evidence foregoing instrument to be the person whose name is subscribed act and deed of said bank and the seal affixed thereto to the within instrument be its seal. WITNESS my official seal and acknowledged to me that he/she executed the same in his/her authorized capacity signature this day and that by his/her signature on the instrument the person, or the entity upon behalf year aforesaid. (Seal of which the person acted, executed the instrument. I certify under PENALTY Notary) -------------------------------------- Notary Public My Commission Expires: ---------------- -7- PROGRESS BANK By: ------------------------------------------ Name: W. Xxxx Xxxxxx Title: President and Chief Executive Officer Attest: ------------------------ Name: Title: (Seal of Bank) COMMONWEALTH OF PERJURY under the laws of the State of ____PENNSYLVANIA ) ) COUNTY OF ) On this ____ that day of August, 2003, before me, a Notary Public for the Commonwealth and County aforesaid, personally came the officers of PROGRESS BANK indicated above, and each in his capacity acknowledged the foregoing paragraph is true instrument to be the act and correct. Witness my hand deed of said bank and official the seal affixed thereto to be its seal. WITNESS my official seal and signature this day and year aforesaid. (Seal of Notary) --------------------------------------------- Notary signature Wxxxx Fargo BankPublic My Commission expires: ---------------------- EXHIBIT B August 27, National Association2003 FleetBoston Financial Corporation 000 Xxxxxxx Xxxxxx Xxxxxx, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX Xxxxxxxxxxxxx 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned I have been advised that as of the date hereof I may be deemed to be an "affiliate" of Progress Financial Corporation, a Delaware corporation ("Progress"), as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the “Purchaser”"Rules and Regulations") proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Securities and Exchange Commission ("the Commission") under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”"Act"). I have been further advised that pursuant to the terms of the Agreement and Plan of Merger dated as of August 27, 2003 (the "Merger Agreement"), or a governmental plan by and between FleetBoston and Progress, Progress shall be merged with and into FleetBoston (the "Merger") and each share of the common stock, par value $1.00 per share, of Progress ("Progress Common Stock") shall be converted into the right to receive the shares of common stock, par value $0.01 per share, of FleetBoston ("FleetBoston Common Stock") determined by the Exchange Ratio as defined set forth in Section 3(32) of ERISA) that is the Merger Agreement (subject to the adjustment described therein). All terms used in this letter but not defined herein shall have the meanings ascribed thereto in the Merger Agreement. I represent, warrant and covenant to FleetBoston that in the event I receive any federal, state or local law that is, to FleetBoston Common Stock as a material extent, similar to result of the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.Merger:

Appears in 1 contract

Samples: Merger Agreement (Progress Financial Corp)

WITNESS. State of By: ------------------------------- ------------------------------- Name: ------------------------------- ------------------------------- Title: -------------------------- ------------------------------- Exhibit A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: Science Dynamics Corporation Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): _________ _} County _______ shares of the Common Stock covered by such Warrant; or ________} On _ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): _________ $__________ in lawful money of the United States; and/or _________ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or _________ the cancellation of such number of shares of Common Stock as is necessary, before mein accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person _ whose name address is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to that all offers and sales by the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions undersigned of the Employee Retirement Income Security securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 19861933, as amended (the “Code”), "Securities Act") or a governmental plan pursuant to an exemption from registration under the Securities Act. Dated: ----------------------------------- ----------------------------------- (Signature must conform to name of holder as defined in Section 3(32specified on the face of the Warrant) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.Address: ------------------------------------ ------------------------------------

Appears in 1 contract

Samples: Warrant Agreement (Science Dynamics Corp)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On the Company and its corporate seal. Date: ----------- ATTEST: PREMIERE TECHNOLOGIES, INC. By: --------------------------- --------------------------- Secretary Countersigned: SunTrust Bank, Atlanta, as Rights Agent By: ------------------------ Authorized Officer -2- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, before me, assigns and transfers unto _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of __________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand address of transferee) this Rights Certificate, together with all right, title and official seal. Notary signature Wxxxx Fargo Bankinterest therein, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [and does hereby irrevocably constitute and appoint ______] [______] Attention: [______] Re____ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates---------------- ----. Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, Series 2015-GLPB Ladies without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and Gentlemen: loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the “Purchaser”Rights Agreement). -------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) proposes or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to purchase be void and not transferable or exercisable. [[To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: PREMIERE TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise _____]% Percentage Interest][[$_____] Initial Notional Amount] _______ whole Rights represented by the attached Rights Certificate to purchase the shares of CSMC Trust 2015-GLPBSeries C Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, Commercial Mortgage Pass-Through Certificatesa new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ Dated: , Series 2015-GLPB------------- ----- Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, [Class R][Class X-B] Certificates without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (the “Certificate”a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) issued pursuant to that certain Trust and Servicing Agreement, dated as Rule 17Ad-15 of December 22, 2015 the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the To be completed if true) The undersigned hereby represents represents, for the benefit of all holders of Rights and warrants to you thatshares of Common Stock, with respect that the Rights evidenced by this Rights Certificate are not, and, to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions knowledge of the Employee Retirement Income Security Act of 1974undersigned, as amended (“ERISA”) have never been, Beneficially Owned by an Acquiring Person or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an Affiliate or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). ------------------------------- Signature ------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to of the foregoing provisions of ERISA and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or the Code (“Similar Law”) (eachexercisable. EXHIBIT B --------- ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PREMIERE TECHNOLOGIES, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such CertificateINC.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Premiere Technologies Inc)

WITNESS. State of RENAISSANCE SOLUTIONS, INC. Date:_________} County of ________} On ______ By:________________________, before me, ______ ______________________________ (print name and title) Date:_______________________ _________________________________Notary Public_ Xxxxxxxxxx Xxxxx EXHIBIT C XXXXXXX, personally appeared ___________________________XXXX & XXXXX LETTERHEAD February 13, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person1997 Renaissance Solutions, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Inc. 00 Xxx Xxxxxxxxx Xxxxxxx Xxxx XxxxxxxxXxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned We have acted as special counsel to (i) C.M. Management Systems Ltd., Inc., a Massachusetts corporation (the “Purchaser”"Company"), and (ii) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPBXxxx X. Xxxxxxx, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates Xxxxxx Belt and Xxxxxxxxxx Xxxxx (the “Certificate”"Company Stockholders") in connection with the -------------------- proposed acquisition by Renaissance Solutions, Inc., a Delaware corporation (the "Buyer"), of all of the issued and outstanding shares of the capital stock of the Company pursuant to that certain Trust and Servicing the Stock Purchase Agreement, dated as of December 22February 13, 2015 1997 (the “Trust "Stock Purchase Agreement"), by and among Credit Suisse First Boston Mortgage Securities Corp.the Buyer, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator the Company and Wxxxx Fargo Bank, National Association, as Trusteethe Company Stockholders. Capitalized This opinion is delivered to you pursuant to Section 6.1(g) of the Stock Purchase Agreement. All capitalized terms that are defined in the Stock Purchase Agreement and that are used and not otherwise defined herein without definition shall have the respective meanings ascribed to set forth for such terms in the Trust Stock Purchase Agreement. In connection with such transferthe rendering of this opinion, we have reviewed originals or copies of each of the Stock Purchase Agreement, the undersigned hereby represents Escrow Agreement and warrants the Registration Rights Agreement (collectively, the "Agreements"), certified copies of the charter documents and by-laws of the Company, resolutions of the Board of Directors and Stockholders of the Company authorizing the transactions contemplated by the Stock Purchase Agreement, the certificates of public officials attached hereto as Exhibit 1 and --------- such other documents as we have deemed necessary or appropriate for purposes of this opinion. As to you thatall matters of fact (including factual conclusions and characterizations and descriptions of purpose, with respect intention or other state of mind), we have relied entirely upon representations made to us by officers of the Company and the Company Stockholders, the representations and warranties of the Company and the Company Stockholders set forth in the Agreements, and certificates delivered contemporaneously to us by officers of the Company and by the Company Stockholders and have assumed, without independent inquiry or investigation, the accuracy of such representations Renaissance Solutions, Inc. February 13, 1997 Page 2 and such certificates. As to any opinion below relating to the Certificatevalid existence, qualification or corporate good standing of the Company in any jurisdiction, our opinion relies entirely on and is limited by those certificates of public officials aftached hereto as Exhibit 1. For purposes of the opinions set forth --------- in paragraph 6 below, we have not undertaken any searches of court dockets or other public records. We have assumed the genuineness of all signatures (other than those on behalf of the Company and the Company Stockholders), the Purchaser conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. When an opinion set forth below is not given to the best of our knowledge, or to our knowledge, or with reference to matters of which we are aware or which are known to us, or with another similar qualification, the relevant knowledge or awareness is limited to the actual knowledge or awareness of the individual lawyers in the firm who have participated directly in the specific transactions to which this opinion relates and will not become an employee benefit plan without any special or other plan additional investigation undertaken for the purposes of this opinion. Each opinion set forth below relating to the enforceability of any agreement or instrument against the Company is subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.following general qualifications:

Appears in 1 contract

Samples: Stock Purchase Agreement (Renaissance Solutions Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ______________the Corporation and its corporate seal. Dated as of __________, before me, _____. [SEAL] ATTEST: RAYCHEM CORPORATION By By ----------------------------- ------------------------------- Name Name ----------------------------- ------------------------------- Title Title ----------------------------- ------------------------------- Countersigned: [ ] By ----------------------------- Name ----------------------------- Title ----------------------------- 55 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_________________________________Notary Public_____________________ hereby sells, personally appeared assigns and transfers unto___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _____________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ____________________________________________________ (Please print name and address of CSMC Trust 2015transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-GLPBin-Fact, Commercial Mortgage Passto transfer the within Right Certificate on the books of the within-Through Certificatesnamed Corporation, Series 2015-GLPBwith full power of substitution. Dated:__________, [Class R][Class X-B] Certificates _____ -------------------------------------------- Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (the “Certificate”or any successor rule or regulation) issued promulgated pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Exchange Act of 19741934, as amended (“ERISA”this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or Section 4975 transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”Rights Agreement), (2) this Right Certificate is not being sold, assigned or a governmental plan (as defined in Section 3(32) of ERISA) that is subject transferred to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan Acquiring Person, Affiliate or using Associate, and (3) after due inquiry and to the assets best knowledge of a Plan the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------------------- Signature 56 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number_____________________________________________________ ________________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number_____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ -------------------------------------------- Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program).

Appears in 1 contract

Samples: Rights Agreement (Raychem Corp)

WITNESS. State XXXXX XXXXXX ) ) --------------------------- ) -------------------------------- ) XXXXX XXXXXX ) SCHEDULE "C" RELEASE TO: HALO RESOURCES LTD. RE: CURRENT AND FUTURE STAKED MINING CLAIMS IN THE SHERRIDON AREA OF THE PROVINCE OF MANITOBA In consideration of _________} County the execution and delivery of ________} On ________________________an Option Agreement between Xxxxx Xxxxxx and Halo Resources Ltd. of even date herewith, before meeach of the undersigned Xxxxx Xxxxxx and Xxxxx Xxxxxx, _________________________________Notary Publicfor and on behalf of themselves and with effect against and binding upon their respective estates, personally appeared ___________________________executors, who proved administrators, and heirs and all other persons or legal entities associated with or under the control of Xxxxx Xxxxxx or Xxxxx Xxxxxx or in which Xxxxx Xxxxxx or Xxxxx Xxxxxx have a direct or indirect interest (including, without limitation, any corporation, joint venture or partnership) (collectively, the "Releasors") do hereby unconditionally and irrevocably remise, release, disclaim, and quit claim to me on the basis of satisfactory evidence and unto Halo Resources Ltd., any and all claims, and all rights to be the person whose name is subscribed claim, any right, title or interest in and to the within instrument any current or future mining claim staked and acknowledged to me that he/she executed the same in his/her authorized capacity and that recorded by his/her signature on the instrument the personHalo Resources Ltd., or in which Halo Resources Ltd. acquires any direct or indirect right, title or interest, in and around the entity Sherridon Area of the Province of Manitoba (including, without limitation, those claims set out on Schedule D attached hereto) (all such current or future mining claims collectively, the "Mining Claims") with the intention that from and after this date the Releasors are and shall be estopped from making any such claims as described herein. This Release shall be binding upon behalf and may be enforced by the successors and assigns, including the successors in title to any of which the person actedMining Claims, executed the instrument. I certify under PENALTY OF PERJURY under of Halo Resources Ltd. This Release shall be governed by the laws of the State Province of ________ that the foregoing paragraph Manitoba. DATED AT WINNIPEG, MANITOBA, THIS DAY OF , 2006 WITNESS: ) ) ) ) --------------------------- ) -------------------------------- ) XXXXX XXXXXX ) ) --------------------------- ) -------------------------------- ) XXXXX XXXXXX ) SCHEDULE "D" ALL MINING CLAIMS IN THE SHERRIDON, MANITOBA AREA IN WHICH HALO CURRENTLY HAS AN INTEREST -------------------------------------------------------------------------------- Sub- Name Number Area Recorded Expires Map Holder Project (ha) Ref. (*) -------------------------------------------------------------------------------- Xxxx Xxxx 1 MB6251 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 2 MB6252 100 30-Nov-05 29-Jan-08 63N3 Halo East East 3 MB6253 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 4 MB6254 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 5 MB6255 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 6 MB6256 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 7 MB6257 216 30-Nov-05 29-Jan-08 63N3 Halo East East 8 MB6258 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 9 MB6259 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 10 MB6260 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 11 MB6261 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 12 MB6262 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 13 MB6263 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 14 MB6264 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 15 MB6265 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 16 MB6266 120 30-Nov-05 29-Jan-08 63N3 Halo Meat Lake Meat 1 MB6200 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 2 MB6267 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 3 MB6268 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 4 MB6269 220 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 5 MB6270 253 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 6 MB6271 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 7 MB6272 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 8 MB6273 40 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 9 MB6274 218 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 10 MB6275 200 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 11 MB6308 184 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 12 MB6309 160 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 13 MB6310 100 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 14 MB6311 160 30-Nov-05 29-Jan-08 63N2 Halo -------------------------------------------------------------------------------- * Full name is true Halo Resources Ltd. SCHEDULE "E" HALO CLAIMS WITHIN THE SHERRIDON COMMUNITY BOUNDARY -------------------------------------------------------------------------------- Sub- Name Number Area Recorded Expires Map Holder Project (ha) Ref. (*) -------------------------------------------------------------------------------- Sherridon Halo 15 MB 6198 256 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 16 MB 6199 250 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 17 MB 6023 233 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 18 MB 6024 96 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 19 MB 6048 64 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 20 MB 6049 72 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 21 MB 6050 70 14-Oct-05 12-Dec-07 63N3 HALO * Full name is Halo Resources Ltd. SCHEDULE "F" RULES OF ARBITRATION The following rules and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, procedures shall apply with respect to any matter to be arbitrated by the Certificate, parties under the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions terms of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such CertificateAgreement.

Appears in 1 contract

Samples: Option Agreement (Halo Resources LTD)

WITNESS. State of DELIVERY AND ACCEPTANCE RECEIPT ------------------------------------------------------------------------------- WE (THE LEASING CUSTOMER) CERTIFY THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED AND IS FULLY INSTALLED. WE ALSO CERTIFY THAT WE HAVE INSPECTED THE EQUIPMENT AND THAT IT IS IN GOOD OPERATING ORDER AND FIT FOR OUR INTENDED USE. WE CONDITIONALLY ACCEPT THE EQUIPMENT AND ACKNOWLEDGE THAT IT HAS NOT BEEN ACCEPTED ON A "TRIAL" BASIS. WE NOW REQUEST THAT THE LEASING COMPANY SIGN THE LEASE AND PAY THE EQUIPMENT VENDOR. WE UNDERSTAND THE IMPORTANCE OF THIS CERTIFICATION TO THE LEASING COMPANY PRIOR TO PAYING THE VENDOR, AND WE UNDERSTAND WE WILL BE PRECLUDED FROM DENYING THE TRUTH OF THIS CERTIFICATION IN THE FUTURE. ------------------------------------------------------------------------------- Signature Date Name and Title (Please Print) X /s/ DONAXX XXXXXXX 6-8-99 Donaxx Xxxxxxx, Xxesident ------------------------------------------------------------------------------- Reference: Lessor: Advanta Bank Corp. Lessee: Interactive Telesis, Inc. App No. _________} County of ________} On _ Lease No. ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved _ Equipment: (1) ARC Serve Enterprise Back-Up System Purchase Price: $2,561.76 This PUT Addendum to me on Equipment Lease Agreement ("Addendum") shall amend the basis of satisfactory evidence to be Equipment Lease Agreement by and between the person whose name is subscribed above lessor ("Lessor") and the above lessee ("Lessee") with reference to the within instrument above lease transaction ("Lease"). All terms and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws conditions of the State of ________ that the foregoing paragraph is true Lease not inconsistent with this Addendum shall be and correct. Witness my hand remain in full force and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateeffect.

Appears in 1 contract

Samples: Equipment Lease Agreement (Interactive Telesis Inc)

WITNESS. By: ------------------------- Name: Xxxx X. Xxxxxxx Title: Senior Vice President Printed Name: ------------------------- Printed Name: ------------------------- STATE OF OKLAHOMA ) ) COUNTY OF ____________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared _____________________, _________________ of BANK OF OKLAHOMA, NATIONAL ASSOCIATION (as Agent), to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of Oklahoma ----------------------- STATE OF OKLAHOMA ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared______________________, ________________ of BANK OF OKLAHOMA, NATIONAL ASSOCIATION, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of Oklahoma ----------------------- STATE OF ___________ ) ) COUNTY OF __________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared ______________________, ______________ of BANK OF SCOTLAND, NEW YORK BRANCH, (for itself and as Agent) to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________} County of _ ----------------------- STATE OF ________} On ____ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared ________________________, _____________of EQUITY COMPRESSORS, INC., to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared _______________________, _________________ of OUACHITA ENERGY CORPORATION, a corporation, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary PublicPublic - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared ______________________, ________________ of OEC COMPRESSION CORPORATION (FORMERLY KNOWN AS EQUITY COMPRESSION SERVICES CORPORATION), a corporation, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared__________________________, who proved ___________________ of SUNTERRA ENERGY CORPORATION, a corporation, to me on the basis of satisfactory evidence personally known and known by me to be the person whose name genuine signature is subscribed affixed to the within instrument foregoing document, who signed said document before me and acknowledged to me in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she executed signed the same in above and foregoing document as his/her authorized capacity own free act and that by his/her signature deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the instrument the person, or the entity upon behalf of which the person acted, executed the instrumentday and date first above written. I certify under PENALTY OF PERJURY under the laws of the My Commission Expires: ---------------------------------- Notary Public - State of _________ that the foregoing paragraph is true and correct----------------------- EXHIBIT A TO ASSIGNMENT AND ACCEPTANCE OF NOTE, LIENS AND RELATED LOAN DOCUMENTS UCC 1 FINANCING STATEMENTS EXECUTED BY OBLIGORS AND FILED BY ASSIGNOR DEBTOR: OUACHITA ENERGY CORPORATION ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Ouachita Parish, LA No. Witness my hand and official seal37-68366 filed Bank of Oklahoma, National 8/15/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Texas Secretary of State No. Notary signature Wxxxx Fargo Bank97-172246 filed Bank of Oklahoma, National 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Alabama Secretary of No. 97-34693 filed Bank of Oklahoma, National State 8/19/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1090003 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ DEBTOR: EQUITY COMPRESSION SERVICES CORPORATION ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Xxxxxxxx Xxxxxx, XX Xx. X00000 filed 5/14/97 Bank of Oklahoma, National Association ------------------------------------------------------------------------------------------------ Xxxxxxxx Xxxxxx, XX Xx. X00000 filed 8/18/97 Bank of Oklahoma, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxCollateral Agent ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-101128 filed Bank of Oklahoma, Xxxxxxxxx 00000National 5/15/97 Association ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-0000 Attention172245 filed Bank of Oklahoma, National 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1074779 filed 5/15/97 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1090063 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ DEBTOR: (CMBS) - CSMC Trust 2015EQUITY COMPRESSORS, INC. ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Vermilion Parish, LA No. 57-GLPB Wxxxx Fargo Bank930969 filed Bank of Oklahoma, National 6/18/93 Association ------------------------------------------------------------------------------------------------ Ouachita Parish, LA No. 37-68367 filed 8/15/97 Bank of Oklahoma, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx XxxxxxxxCollateral Agent ------------------------------------------------------------------------------------------------ Xxxxxxxx Xxxxxx, XX 00000 Attention: Corporate Trust Xx. X00000 filed 6/16/93 Bank of Oklahoma, National Association ------------------------------------------------------------------------------------------------ Alabama Secretary of No. 93-21704 filed 6/21/93 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ Alabama Secretary of No. 97-34694 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 93-118844 filed Bank of Oklahoma, National 8/18/93 Association ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-172244 filed Bank of Oklahoma, National 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Kansas Secretary of State No. 1920786 filed 6/17/93 Bank of Oklahoma, National Association ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Kansas Secretary of State No. 2380358 filed 8/19/97 Bank of Oklahoma, National ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 855334 filed 6/21/93 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1090002 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Mississippi Secretary of No. 01133593 filed Bank of Oklahoma, National State 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Mississippi Secretary of No. 0722017 filed 6/17/93 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ AMENDED AND RESTATED SECURITY AGREEMENT This Amended and Restated Security Agreement (CMBS"Security Agreement") – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22March 30, 2015 (the “Trust Agreement”)1998, by and among Credit Suisse First Boston Mortgage Securities Corp.between OUACHITA ENERGY CORPORATION, a Delaware corporation (the "DEBTOR") whose principal place of business and chief executive office is at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, and BANK OF SCOTLAND, an authorized bank in the United Kingdom, constituted by an Act of the Scots Parliament of 1695, acting through its New York branch, ("Bank"), as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator collateral agent for itself and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended Lenders hereinafter described (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”"SECURED PARTY"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Loan Agreement (Oec Compression Corp)

WITNESS. State EQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of _________} County the Company, fidelity and surety bonds, undertakings, and other contracts of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me suretyship of a similar nature. This Power of Attorney is granted and is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors on the basis 22nd day of satisfactory evidence to be the person whose name is subscribed to the within instrument November, 1994, which said Resolution has not been amended or rescinded and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person actedfollowing is a true copy: "RESOLVED, executed that the Chairman of the Board, the President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to execute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, fidelity and surety bonds, undertakings, or other contracts of suretyship of a similar nature; and to attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. I certify under PENALTY OF PERJURY under FURTHER RESOLVED, that the laws signatures of such officers and the seal of the State Company, and the signatures of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transferany witnesses, the undersigned hereby represents signatures and warrants to you thatseal of any notary, with respect to and the Certificate, signatures of any officers certifying the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions validity of the Employee Retirement Income Security Act Power of 1974Attorney, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificatemay be affixed by facsimile."

Appears in 1 contract

Samples: Subdivision Improvement Agreement (Mego Financial Corp)

WITNESS. State of EXHIBIT A NOTICE OF CONVERSION (To be executed by the Holder in order to convert the Note) The undersigned hereby elects to convert $_________} County _ of ________} On _____________________the principal due on the Note issued by DIGITAL FUSION, INC. on April ___, before me2003 into Shares of Common Stock of DIGITAL FUSION, INC. (the "Company") according to the conditions set forth in such Note, as of the date written below. Date of Conversion:_________________________________Notary Public, personally appeared ___________________________ Shares To Be Delivered:___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _____________________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [Signature:______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] _________________________________________ Print Name:____________________________________________________________________ Address:_______________________________________________________________________ EXHIBIT 4.3(10.3) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL FUSION, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 25,000 Shares of CSMC Trust 2015Common Stock of Digital Fusion, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2003-GLPB1 Issue Date: April 29, Commercial Mortgage Pass-Through Certificates2003 DIGITAL FUSION, Series 2015-GLPBINC., [Class R][Class X-B] Certificates a corporation organized under the laws of the State of Delaware (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement"Company"), dated as of December 22hereby certifies that, 2015 for value received, LAURUS MASTER FUND, LTD., or assigns (the “Trust Agreement”"Holder"), by and among Credit Suisse First Boston Mortgage Securities Corp.is entitled, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions terms set forth below, to purchase from the Company from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through seven (7) years after such date (the "Expiration Date"), up to 25,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $.01 par value per share, of the Employee Retirement Income Security Act of 1974Company, as amended (“ERISA”) or Section 4975 of at the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Purchase Price (as defined in Section 3(32) below). The number and character of ERISA) that is such shares of Common Stock and the Purchase Price are subject to any federaladjustment as provided herein. As used herein the following terms, state or local law that isunless the context otherwise requires, to a material extent, similar to have the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.following respective meanings:

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Fusion Inc/Nj/)

WITNESS. State By: Name Name: Title: Its duly authorized officer or agent ADMINISTRATIVE AGENT: WITNESS: BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT By: Name Name: Title: Its duly authorized officer EXHIBIT A Trade Names: legal status; etc. ('3-3) EXHIBIT B EXHIBIT C Locations ('3-5) 61936_4 EXHIBIT F FORM OF [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT (for [Name of Subsidiary Borrower]) This [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is made as of July _________} County of ________} On , 1997, by and between (a) ________________________, before mea __________________________, with its principal place of business at _________________________________Notary Public, personally appeared ____________________________ (together with its successors and assigns, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument "Subsidiary Borrower") and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person(b) BANKBOSTON, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National AssociationN.A., as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx XxxxxxxxxxxAdministrative Agent (in such capacity, Xxxxxxxxx 00000-0000 Attention: the "Administrative Agent") for various banks and other financial institutions which are or may hereafter become parties (CMBSsaid banks and other financial institutions are hereinafter referred to collectively as the "Banks") - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust Fourth Amended and Servicing Restated Loan Agreement, dated of even date herewith (as of December 22the same may be hereafter further amended, 2015 (modified, supplemented, extended or restated, from time to time, the “Trust "Loan Agreement”), ") by and among Credit Suisse First Boston Mortgage Securities Corp.Fine Host Corporation, a Delaware corporation (together with its successors and assigns, "Fine Host"), all of the Subsidiaries of Fine Host (including without limitation, the Subsidiary Borrower), the Administrative Agent, USTrust, as DepositorDocumentation Agent for the Banks (in such capacity, KeyBank National Association, the "Documentation Agent")(the Administrative Agent and the Documentation Agent are hereinafter sometimes referred to collectively as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator the "Agents") and Wxxxx Fargo Bank, National Association, as Trusteethe Banks. Capitalized All capitalized terms used and not otherwise defined herein but defined in the Loan Agreement shall have the respective meanings ascribed given to such terms in the Trust Loan Agreement. In connection with , and if not defined in the Loan Agreement, then the meanings given to such transfer, terms in the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974Uniform Commercial Code, as amended (“ERISA”) or Section 4975 in effect, from time to time, in The Commonwealth of the Internal Revenue Code of 1986, as amended Massachusetts (the “Code”"UCC"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Loan Agreement (Fine Host Corp)

WITNESS. State of [Subsidiary] By: ------------------------- ----------------------------- Name: Title: [CORPORATE SEAL] STATE OF NEW YORK ) December _________} County of ________} On , 1994 : ss.: COUNTY OF NEW YORK ) Then personally appeared the above-named ________________________, before me, _ _______________ in his/her capacity as _________________________________Notary Public_ of [Subsidiary], personally appeared ___________________________, who proved to me on and acknowledged the basis of satisfactory evidence foregoing instrument to be the person whose name is subscribed to the within instrument his/her free act and acknowledged to me that he/she executed the same deed in his/her authorized said capacity and that by his/her signature on the instrument the personfree act and deed of said corporation. Before me, or the entity upon behalf ------------------------------- ------------------------------- (Print Name) Notary Public State of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ------------------- My commission expires: ------------------- EXHIBIT A Description of the State Premises [Attach Legal Description of all parcels] EXHIBIT B Description of the Premises [Attach Legal Description of all parcels] EXHIBIT C Description of the Leases [Attach Legal Description of all leases] EXHIBIT H TO CREDIT AND GUARANTEE AGREEMENT MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT from [Subsidiary], Mortgagor to CHEMICAL BANK, as Agent, Mortgagee DATED AS OF DECEMBER ________ that the foregoing paragraph is true and correct, 1994 After recording, please return to: Xxxxxxx Xxxxxxx & Xxxxxxxx a partnership which includes professional corporations 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Xxxxxxx X. Xxxxxxxxxx, Esq. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB EXHIBIT H TO CREDIT AND GUARANTEE AGREEMENT [TransferorFORM OF SUBSIDIARY FEE MORTGAGE] [______] [______] AttentionNOTE: [______] Re: CSMC Trust 2015THIS FORM IS NOT STATE-GLPBLAW SPECIFIC. SPECIFIC PROVISIONS, Commercial Mortgage Pass-Through CertificatesSATISFACTORY TO AGENT'S COUNSEL, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____THAT ARE NECESSARY OR DESIRABLE UNDER THE LAW OR REAL ESTATE PRACTICE OF ANY PARTICULAR STATE IN WHICH THIS FORM IS USED WILL BE ADDED.]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Warren S D Co /Pa/)

WITNESS. State of _________} County of ________} On By: /s/ CARLOS ABAUNZA ---------------------------------------- Name: Carlos Abaunza Title: Vice President & Xxxxx Xxxxxcial Officer NATIONSBANK, N.A. By: /s/ RICHARD M. STARKE ---------------------------------------- Name: Richard M. Starke Title: Senior Vice Xxxxxxxxx Lending Office: NationsBank, N.A. 101 North Tryon Street NC1-000-00-00 Xxxxxxxxx, North Carolina 28255 Attention: Corporate Credit Services Telephone: (704) 388-1112 Telefacsimilx: (000) 006-8694 Wire Transfer Instruxxxxxx: NationsBank, N.A. ABA#053000196 Account No.:__________________________ Reference: World Fuel Services Attention: Corporate Credit Services EXHIBIT A Notice of Appointment (or Revocation) of Authorized Representative Reference is hereby made to the Revolving Credit and Reimbursement Agreement dated as of June 4, before me1999 (the "Agreement") by and between World Fuel Services Corporation, a Florida corporation, Trans-Tec International, S.A., a corporation organized under the laws of Costa Rica, and World Fuel International, S.A., a corporation organized under the laws of Costa Rica (collectively, the "Borrowers") and NationsBank, N.A. as Lender (the "Lender"). Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. The Borrowers hereby nominate, constitute and appoint each individual named below as an Authorized Representative under the Loan Documents, and hereby represent and warrant that (i) set forth opposite each such individual's name is a true and correct statement of such individual's office (to which such individual has been duly elected or appointed), a genuine specimen signature of such individual and an address for the giving of notice, and (ii) each such individual has been duly authorized by the Borrowers to act as Authorized Representative under the Loan Documents: Name and Address Office Specimen Signature ______________________ ______________________ Borrowers hereby revoke (effective upon receipt hereof by the Lender) the prior appointment of ________________ as an Authorized Representative. This the ___ day of __________________, 19__. WORLD FUEL SERVICES CORPORATION TRANS-TEC INTERNATIONAL, S.A. WORLD FUEL INTERNATIONAL, S.A. By: _________________________________Notary Public, personally appeared _ Name: _________________________ Title: ___, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of _____________________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo BankEXHIBIT B Form of Borrowing Notice To: Bank of America, National AssociationN.A., as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx101 North Tryon Street NC1-001-15-03 Charlotte, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX Norxx Xxxxxxxx 00000 Attention: Corporate Trust Credit Services Telefacsimile: (CMBS704) – CSMC Trust 2015386-GLPB 8694 Reference is hereby made to the Revolving Crxxxx xxx Xxxxxursement Agreement dated as of June 4, 1999 (the "Agreement") by and among World Fuel Services Corporation, Trans-Tec International, S.A. and World Fuel International, S.A. (individually, a "Borrower") and Bank of America, N.A., as Lender (the "Lender"). Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. [TransferorINSERT NAME OF BORROWER] [through its Authorized Representative hereby gives notice to the Lender that Loans of the type and amount set forth below be made on the date indicated: TYPE OF LOAN INTEREST AGGREGATE (CHECK ONE) PERIOD(1) AMOUNT(2) DATE OF LOAN(3) --------- ------ ------ ------------ REVOLVING CREDIT FACILITY: ------------------------- Base Rate Loan ______ ______] [___ ______] Attention: [______ Eurodollar Rate Loan ______ ______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[___ _____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.__ 364 DAY FACILITY: ---------------- Base Rate Loan ______ _________ ____________ Eurodollar Rate Loan ______ _________ ____________ -----------------------

Appears in 1 contract

Samples: Revolving Credit and Reimbursement Agreement (World Fuel Services Corp)

WITNESS. State By: Name Name: Title: Its duly authorized officer or agent ADMINISTRATIVE AGENT: WITNESS: BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT By: Name Name: Title: Its duly authorized officer EXHIBIT A Trade Names: legal status; etc. ('3-3) EXHIBIT B Other Encumbrances and Liens ('3-4) EXHIBIT C 61929_3 EXHIBIT G FORM OF SECOND AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS (for Fine Host Corporation) This SECOND AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS (the "Assignment") is made as of _________} County of ________} On ______________________July __, before me1997, _________________________________Notary Publicby and between (a) FINE HOST CORPORATION, personally appeared ___________________________a Delaware corporation, who proved to me on the basis with its principal place of satisfactory evidence to be the person whose name is subscribed to the within instrument business at 0 Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 (together with its successors and acknowledged to me that he/she executed the same in his/her authorized capacity assigns, "Fine Host"), and that by his/her signature on the instrument the person(b) BANKBOSTON, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National AssociationN.A., as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxthe Administrative Agent (in such capacity, Xxxxxxxxx 00000-0000 Attention: the "Administrative Agent") for various banks and other financial institutions which are or may hereafter become parties (CMBSsaid banks and other financial institutions are hereinafter referred to collectively as the "Banks") - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust Fourth Amended and Servicing Restated Loan Agreement, dated of even date herewith (as of December 22the same may be hereafter further amended, 2015 (modified, supplemented, extended or restated, from time to time, the “Trust "Loan Agreement”), ") by and among Credit Suisse First Boston Mortgage Securities Corp.Fine Host, all of the Subsidiaries of Fine Host, the Administrative Agent, USTrust, as DepositorDocumentation Agent for the Banks (in such capacity, KeyBank National Association, the "Documentation Agent")(the Administrative Agent and the Documentation Agent are hereinafter sometimes referred to collectively as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator the "Agents") and Wxxxx Fargo Bank, National Association, as Trusteethe Banks. Capitalized All capitalized terms used and not otherwise defined herein but defined in the Loan Agreement shall have the respective meanings ascribed given to such terms in the Trust Loan Agreement. In connection with , and if not defined in the Loan Agreement, then the meanings given to such transfer, terms in the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974Uniform Commercial Code, as amended (“ERISA”) or Section 4975 in effect, from time to time, in The Commonwealth of the Internal Revenue Code of 1986, as amended Massachusetts (the “Code”"UCC"), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Loan Agreement (Fine Host Corp)

WITNESS. State the seal of the General Partner of the Partnership and the signatures of its duly authorized officers. Dated: _________} County of _____ -------------------- --------------------- President Secretary REVERSE OF PHILIPS INTERNATIONAL REALTY, L.P. UNIT CERTIFICATE --------------------------------------------------- THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP OF PHILIPS INTERNATIONAL REALTY, L.P., DATED AS OF JULY ____} On , 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 19.1 OF A CERTAIN CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF August 11, 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). FOR VALUE RECEIVED, _________________________ hereby sell, before me, assign and transfer unto _________________________________Notary Public_ _________________ limited Partnership Units represented by the within Certificate, personally appeared and do hereby irrevocably constitute and appoint ________________________ Attorney to transfer the said limited Partnership Units on the books of the within named Partnership with full power of substitution in the premises. Dated: ________________ ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 AttentionIn presence of: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.----------------------

Appears in 1 contract

Samples: Limited Partnership Agreement (Philips International Realty Corp)

WITNESS. State of ASSIGNOR: PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership By: Philips International Realty Corp., a Maryland corporation, its general partner _________} County of ________} On _______ By:________________________, before me, ___ Print Name:_____________ Name: Title: WITNESS: ASSIGNEE: ________________________ _________________________________Notary Public, personally appeared _ Print Name:__________________________ XXXXX XXXXXXXX SCHEDULE 1 LEGAL DESCRIPTION OF THE PROPERTY [See attached] SCHEDULE D GENERAL RELEASE FROM OPERATING PARTNERSHIP RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of themselves and each of their respective direct or indirect subsidiaries, employees, officers, directors or other affiliates, successors, predecessors and permitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of which is hereby acknowledged, release and discharge XXXXX XXXXXXXX, an individual having a residence at 0000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx, Xxx Xxxx 00000, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively, as RELEASEE from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Release and relating to, arising under or in connection with that certain Redemption Agreement dated as of April __, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), 2000 by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator RELEASOR and Wxxxx Fargo Bank, National Association, as TrusteeRELEASEE. Capitalized terms used and This RELEASE may not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreementbe changed orally. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser [The remainder of this page is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateintentionally left blank.]

Appears in 1 contract

Samples: Redemption Agreement (Philips International Realty Corp)

WITNESS. State the facsimile signature of _________} County the Chief Executive Officer and the Secretary of ________} On the Company and its corporate seal. Dated as of ________________________. QUANTA SERVICES, before meINC. By: ------------------------------------------ Chief Executive Officer ATTEST: ---------------------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ---------------------------------------- Name: -------------------------------------- Its: -------------------------------------- FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FOR VALUE RECEIVED _________________________________Notary Public__ hereby sells, personally appeared assigns and transfers unto ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________________________ that the foregoing paragraph is true (Please print name and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBSaddress of transferee) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [_ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$______________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ------------------------------------ ------------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are ______ [or] Initial Notional Amountare not ________ beneficially owned by, were ________ [or] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), were not ________ acquired by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents from, and warrants are ________ [or] are not ________ being assigned to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan Acquiring Person or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) an Affiliate or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan Associate thereof (as defined in Section 3(32the Rights Agreement). (Please Xxxx with an X as appropriate) ------------------------------ Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - (CONTINUED) FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the shares of ERISASeries B Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that is subject to any federal, state certificates for such shares of Series B Preferred Stock (or local law that is, to a material extent, similar to such other securities) be issued in the foregoing provisions name of: ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- If such number of ERISA or Rights shall not be all the Code (“Similar Law”) (eachRights evidenced by this Right Certificate, a “Plan”new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- Dated: --------------------------------- --------------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, and were ________ [or] were not ________ acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.. (Please Xxxx with an X as appropriate) ----------------------------------- Signature

Appears in 1 contract

Samples: Rights Agreement (Quanta Services Inc)

WITNESS. State By: --------------------------- ---------------------------------- Name: --------------------------- -------------------------------- Title: ------------------------------- 135 EXHIBIT F-3 Form of _________} County Swing Line Note Promissory Note (Swing Line Loan) $ ---------------- ----------, ---------- ----------, ---- FOR VALUE RECEIVED, SENSORMATIC ELECTRONICS CORPORATION, a Delaware corporation having its principal place of ________} On ________________________business located in Boca Raton, before meFlorida (the "Borrower"), hereby promises to pay to the order of BANK OF AMERICA, N.A. ("Bank of America"), in its individual capacity, at Bank of America's offices located at 101 Xxxxx Xxxxx Xxxxxx, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as Bank of America may designate) at the times set forth in the Credit Agreement dated as of December 9, 1999 among the Borrower, the financial institutions party thereto (collectively, the "Lenders") and Bank of America, N.A., as agent for the Lenders (the "Administrative Agent") (as amended, supplemented or otherwise modified from time to time, the "Agreement" -- all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America, in immediately available funds, the principal amount of _________________________________Notary Public, personally appeared _____ DOLLARS ($___________________________) or if less than such principal amount, who proved the aggregate unpaid principal amount of all Swing Line Loans made by Bank of America to me the Borrower pursuant to the Agreement on the Revolving Credit Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in ARTICLES II AND IV of the Agreement. All or any portion of the principal amount of Swing Line Loans may be prepaid as provided in the Agreement. If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the Default Rate until such principal and interest have been paid in full. Further, in the event of such acceleration, this Note, and all other indebtedness of the Borrower to the Lender shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees, and interest thereon at the rates set forth above. Interest hereunder shall be computed on the basis of satisfactory evidence a 360 day year for the actual number of days in the interest period. This Note is the Swing Line Note referred to in the Agreement and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Swing Line Loans evidenced hereby were or are made and are to be repaid. This Note is subject to certain restrictions on transfer or assignment as provided in the person whose name is subscribed to the within instrument Agreement. This Note shall be governed by and acknowledged to me that he/she executed the same construed in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under accordance with the laws of the State of ________ that the foregoing paragraph is true and correctFlorida. Witness my hand and official seal. Notary signature Wxxxx Fargo BankProtest, National Associationnotice of protest, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxxnotice of dishonor, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), diligence or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificateother formality are hereby waived by all parties bound hereon. [SIGNATURE PAGE FOLLOWS.] 137

Appears in 1 contract

Samples: Credit Agreement (Sensormatic Electronics Corp)

WITNESS. State of _________} County of ________} On ________________________CONTRACTOR, before AS PRINCIPAL: Firm Name By: Signature Signature Type Name and Title SURETY: AGENT FOR SURETY: BY: NAIC Number: Signature BY: AGENCY ADDRESS: Licensed Florida Insurance Agent? Yes No License Number: STATE OF ) COUNTY OF ) SS CITY OF ) Before me, _________________________________a Notary PublicPublic duly commissioned, personally appeared ___________________________qualified and acting personally, appeared: to me well known, who proved to being by me on the basis of satisfactory evidence to be the person whose name first duly sworn upon oath says that he is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity Attorney-in-Fact for as Xxxxxx, and that he has been authorized by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________ that said Surety to execute the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting Payment Bond on behalf of the Principal (Contractor) named therein favor of the owner. Subscribed and sworn to before me this the day of , 20 . Notary Public (Print, Type or Stamp Commissioned Name of Notary Public) Personally Known or Produced Identification (Type) LEAD SURETY AGENT FOR XXXXXX Signature BY: AGENCY ADDRESS: SURETY ADDRESS: monies, set out in the accompanying Estimate Statement No. , final, which quantity, the receipt of which is hereby acknowledged, is accepted as full and complete compensation for all work done, materials furnished and damages or claims arising under Orange County Contract No. Y18-151-R2, entitled: UNDERDRAINS INSTALLATION AND REPAIRS Contractor (SEAL) STATE OF COUNTY OF The foregoing instrument was acknowledged before this day of 20 , by . Personally Known OR Produced Identification Type of identification Produced *Vendor Code: *Vendor Name: . *Date: *Change Order Request No.: *Document No.: Contract No. *Department: *Contact/Phone No.: Accounting Line From: Accounting Line To: COMMODITY LINE NUMBER ADD: Amount: Amount: Comm. Line No.: _ Commodity Code: _ Quantity: _ Unit of Measure: Unit Cost: _ _ Description: MA Line No. _ Accounting Line: _ _ Amount: _ Comm. Line No. _ Increase Qty By: _ Decrease Qty By: _ _ Increase Unit Cost By: Decrease Unit Cost By: Accounting Line: _ _ _ _ Delete: _ (check only if you want to delete this line number). _ Please cancel Purchase Order / Delivery Order Original sent to vendor: Yes _No Enter Retainage for line number(s) in the amount of _ % *Original PO/DO/Contract Award/Encumbrance circle one Contract Amount Encumbered/De-Encumbered Amount $ . $ . *Net Dollars for Previous Change Orders (Addition/Subtraction) circle one $ . $ . *Net Dollars for This Change Order (Addition/Subtraction) circle one $ . $ . *Total Dollars $ . $ . By signing this agreement, the Contractor hereby releases the County, its agents, and employees from any such Plan or using and all liabilities under this contract for further equitable adjustments and/or claims associated with this change order. *Vendor/Contractor Authorization: Date: *Departmental Approval: Date: *Purchasing & Contracts Approval: Date: For Purchasing Use Only Track Change Order: Yes No Change Award Amount to: $ Add the assets following text to the PO/DO: CHANGE ORDER REQUEST CONTINUATION SHEET Document No.: _ _ Accounting Line From: Accounting Line To: Accounting Line Add: Accounting Line From: Accounting Line To: Accounting Line Add: COMMODITY LINE NUMBER ADD: Amount: Amount: Amount: Amount: Amount: Amount: Comm. Line No.: Commodity Code: Quantity: Unit of a Plan Measure: Unit Cost: Description: MA Line No. Accounting Line: Amount: Comm. Line No.: Commodity Code: Quantity: Unit of Measure: Unit Cost: Description: MA Line No. Accounting Line: Amount: Comm. Line No.: Commodity Code: Quantity: Unit of Measure: Unit Cost: Description: MA Line No. Accounting Line: Amount: Comm. Line No. Increase Qty By: Decrease Qty By: Increase Unit Cost By: Decrease Unit Cost By: Accounting Line: Delete: (check only if you want to purchase such Certificate.delete this line number). Comm. Line No. Increase Qty By: Decrease Qty By: Increase Unit Cost By: Decrease Unit Cost By: Accounting Line: Delete: (check only if you want to delete this line number). Comm. Line No. Increase Qty By: Decrease Qty By: Increase Unit Cost By: Delete (check only if you want to delete this line number). Decrease Unit Cost By: Accounting Line: *Departmental Approval: Date: _ Purchasing & Contracts Approval: Date: 53-25 (7/04)

Appears in 1 contract

Samples: Term Contract for Underdains Installation and Repairs

WITNESS. State CLEAN HARBORS, INC. /S/ Xxxx Xxxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxxx ----------------------- ------------------------------- Name: Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF APRIL 12, 2001 AMONG THE HOLDER, THE COMPANY, THE SUBSIDIARIES AND CONGRESS FINANCIAL CORPORATION (NEW ENGLAND) WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS TO THE HOLDER TO THE COMPANY'S OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED IN SAID AGREEMENT. CLEAN HARBORS, INC. 16% SENIOR SUBORDINATED NOTE DUE 2008 $150,000 Boston, Massachusetts Note No. SSN-7 April 30, 2001 PPN: 184496 A@ 6 FOR VALUE RECEIVED, Clean Harbors, Inc., a Massachusetts corporation (the "COMPANY"), promises to pay to COASTLEDGE and Co. ("HOLDER"), the principal sum of _________} County of ________} On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed One Hundred Fifty Thousand Dollars ($150,000) pursuant to the within instrument and acknowledged to me terms of that he/she executed certain Securities Purchase Agreement dated as of April 12, 2001 (as the same in his/her authorized capacity may at any time be amended, modified or supplemented, the "SECURITIES PURCHASE AGREEMENT"), among the Company and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrumentPurchasers. I certify under PENALTY OF PERJURY under the laws This Note is one of the State of ________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned 16% Senior Subordinated Notes (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] of CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB, [Class R][Class X-B] Certificates (the “Certificate”"SENIOR SUBORDINATED NOTES") issued pursuant to that certain Trust and Servicing the Securities Purchase Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein without definition shall have the respective meanings ascribed to such terms set forth in the Trust Securities Purchase Agreement. In connection The Company also promises to pay interest on the unpaid principal amount of this Note from the date hereof until paid in full at the rates and at the times as determined under and in accordance with such transferthe provisions of the Securities Purchase Agreement and to pay on demand any Make Whole Amount that becomes due on this Note in accordance with the terms of the Securities Purchase Agreement. This Note is subject to and entitled to the benefits of the Securities Purchase Agreement, ratably with all other Senior Subordinated Notes. Reference is hereby made to the Securities Purchase Agreement for a more complete statement of the terms and conditions under which this Note was issued and is to be repaid. A copy of the Securities Purchase Agreement will be provided by the Company without charge to, and upon the request of, the undersigned hereby represents Holder. All payments of principal and warrants interest and other amounts in respect of this Note shall be made in lawful money of the United States of America in same day funds to you thatthe Holder at the address provided in the Securities Purchase Agreement, or at such other place as shall be designated in writing for such purposes in accordance with the terms of the Securities Purchase Agreement. This Note has been registered on the books and records of the Company and, as provided in the Securities Purchase Agreement, upon surrender of this Note for registration of transfer in accordance with the Securities Purchase Agreement, a new Note for a like principal amount will be issued to, and registered on the books and records of the Company in the name of, the transferee. Each Holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; however, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to the Certificate, the Purchaser payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and will not become an employee benefit plan or other plan subject to such extension of time shall be included in the fiduciary responsibility provisions computation of the Employee Retirement Income Security Act payment of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that interest on this Note. This Note is subject to mandatory prepayment and prepayment at the option of the Company, in certain circumstances with a Make Whole Amount, as provided in the Securities Purchase Agreement. The Company must make an offer to prepay this Note in the event of a Change in Control pursuant to Section 4.4 of the Securities Purchase Agreement. The obligations of the Company under this Note shall be guaranteed by the Subsidiaries of the Company from time to time as provided in Section 5.12 of the Securities Purchase Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon and any federalMake Whole Amount, state may become, or local law that ismay be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Securities Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Securities Purchase Agreement. The Company promises to pay all reasonable costs and expenses, including attorneys fees, all as provided in the Securities Purchase Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby waive diligence, presentment, protest, demand and notices of every kind (other than to the extent specifically required by the Securities Purchase Agreement) and, to the full extent permitted by law, all suretyship defenses generally and the right to plead any statute of limitations as a material extentdefense to any demand hereunder. THIS NOTE IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, similar to the foregoing provisions of ERISA or the Code AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (“Similar Law”) (each, a “Plan”WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.

Appears in 1 contract

Samples: Note Agreement (Clean Harbors Inc)

WITNESS. State the facsimile signature of _________} County the proper officers of ________} On ______________the Corporation and its corporate seal. Dated as of __________, before me, _____. [SEAL] ATTEST: ALZA CORPORATION By_________________________________Notary Public, personally appeared _ By___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary signature Wxxxx Fargo Bank, National Association, as Certificate Registrar Mxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: (CMBS) - CSMC Trust 2015-GLPB Wxxxx Fargo Bank, National Association, as Certificate Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Corporate Trust (CMBS) – CSMC Trust 2015-GLPB [Transferor] [Name______] [______] Attention: [______] Re: CSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPB Ladies and Gentlemen: The undersigned (the “Purchaser”) proposes to purchase [[_____]% Percentage Interest][[$_____] Initial Notional Amount] ____ Name____________________________________ Title_______________________________ Title___________________________________ Countersigned: BANKBOSTON, N.A. By__________________________________ Name________________________________ Title_______________________________ 3 Form of CSMC Trust 2015Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-GLPBin-Fact, Commercial Mortgage Passto transfer the within Right Certificate on the books of the within-Through Certificatesnamed Corporation, Series 2015-GLPBwith full power of substitution. Dated:__________, [Class R][Class X-B] Certificates _____ ________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (the “Certificate”or any successor rule or regulation) issued promulgated pursuant to that certain Trust and Servicing Agreement, dated as of December 22, 2015 (the “Trust Agreement”), by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wxxxx Fargo Bank, National Association, as Certificate Administrator and Wxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement. In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Exchange Act of 19741934, as amended (“ERISA”this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or Section 4975 transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Internal Revenue Code of 1986, as amended (the “Code”Rights Agreement), (2) this Right Certificate is not being sold, assigned or a governmental plan (as defined in Section 3(32) of ERISA) that is subject transferred to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan Acquiring Person, Affiliate or using Associate, and (3) after due inquiry and to the assets best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ______________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ ______________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). Form of Reverse Side of Right Certificate -- continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Plan Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to purchase the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such Certificateterms are defined in the Rights Agreement).

Appears in 1 contract

Samples: Rights Agreement (Alza Corp)

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