TABLE OF EXHIBITS. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 Form of Class A-AB Certificate Exhibit A-6 Form of Class X-A Certificate Exhibit A-7 Form of Class X-B Certificate Exhibit A-8 Form of Class A-S Certificate Exhibit A-9 Form of Class B Certificate Exhibit A-10 Form of Class EC Certificate Exhibit A-11 Form of Class C Certificate Exhibit A-12 Form of Class D Certificate Exhibit A-13 Form of Class X-D Certificate Exhibit A-14 Form of Class E Certificate Exhibit A-15 Form of Class F Certificate Exhibit A-16 Form of Class G Certificate Exhibit A-17 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Request for Release Exhibit D Form of Distribution Date Statement Exhibit E Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate Exhibit F Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period Exhibit H Form of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate Exhibit I Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate Exhibit J Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate Exhibit K Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate Exhibit L-1 Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended Exhibit L-2 Form of Transferor Letter Exhibit L-3 Form of Transferee Letter Exhibit L-4 Form of Investment Representation Letter Exhibit M-1A Form of Investor Certification for Obtaining Information and Notices (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1B Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1C Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit M-1D Form of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative ...
TABLE OF EXHIBITS. Exhibit A Family Shareholders Exhibit B Form of Voting Agreement Exhibit C Form of Limited Guarantee Exhibit D Form of Certificate of Incorporation of the Surviving Corporation Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Report...
TABLE OF EXHIBITS. Exhibit A Form of Account Control Agreement B Form of Borrower’s Final Completion Certificate C-1 Form of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment D Form of Construction Consultant’s Final Completion Certificate E Form of Construction Manager’s Final Completion Confirmation Form F Form of Final Plans and Specifications Amendment Certificate G Form of In-Balance Test Certificate H Form of Construction Consultant’s Opening Date Confirmation Form I Closing Date Plans and Specifications J-1 Form of Disbursement Request J-2 Form of Construction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT AGREEMENT This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25, 2011 by and among JPMorgan Chase Bank, N.A., as disbursement agent (together with any successor disbursement agent permitted hereunder, the “Disbursement Agent”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent under the Credit Agreement (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “Agent”), Fulcrum LLC, as construction consultant (“Construction Consultant”), Caesars Linq, LLC, a Delaware limited liability company (the “Linq Borrower”) and Caesars Octavius, LLC, a Delaware limited liability company (the “Octavius Borrower”, together with the Linq Borrower, the “Borrowers”). Capitalized terms used herein have the meanings specified in Section 1 or, if not defined therein, the meanings specified in the Credit Agreement (defined below).
TABLE OF EXHIBITS. Document Exhibit Number Frame Replacement Reimbursement Claim Form 1 Final Judgment 2 Final Order 3 Long Form Notice 4 Preliminary Approval Order 5 Direct Mail Notice 6 List of Subject Vehicles 7 Publication Notice 8 Settlement Notice Administrator’s Declaration 9 Request to Opt Out/Request for Exclusion Form 10 Inspection Protocol 11
TABLE OF EXHIBITS. Exhibit 1 Form of Servicer Custodial Certification Exhibit 2-A Form of Initial Certification Exhibit 2-B Form of Final Certification Exhibit 3 Form of Recordation Report Exhibit 4 Form of Request for Release Exhibit 5 Form of Rule 144A Agreement Exhibit 6 Form of Transferee Agreement Exhibit 7 Form of Benefit Plan Affidavit Exhibit 8 Form of Residual Transferee Agreement Exhibit 9 Form of Power of Attorney
TABLE OF EXHIBITS. Exhibit A-1.............Form of Letter Agreement with Company Affiliates Exhibit A-2.............Form of Letter Agreement with Parent Affiliates Exhibit B-1.............Form of Representations related to Tax Matters of the Company Exhibit B-2.............Form of Representations Related to Tax Matters of Parent and Acquisition Exhibit C...............
TABLE OF EXHIBITS. Exhibit Description A Publication Notice B Long-Form Notice C [Proposed] Preliminary Approval Order D Protective Order Pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Subject to Court approval, this Class Settlement Agreement And Release is entered into between and among the following parties (the “Parties”), by and through their respective counsel: (a) Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx, Xxx X’Xxxxxx, Xxx Xxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxx XxXxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxx, XxXxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, and Xxxx Xxxxxx as Class Representatives on behalf of themselves and as representatives of the Settlement Class (as such Settlement Class is hereinafter defined) (collectively the “Class Representatives”); and (b) the National Collegiate Athletic Association (“NCAA”) in order to effect a full and final settlement and dismissal with prejudice of all medical monitoring claims against the NCAA as alleged in the cases consolidated in In re National Collegiate Athletic Association Student-Athlete Concussion Injury Litigation, MDL No. 2492, Master Docket No. 1:13-cv-09116 (N.D. Ill.), on the terms set forth below and to the full extent reflected herein. Capitalized terms shall have the meaning ascribed to them above and below in Section II of this Agreement.
TABLE OF EXHIBITS. Exhibit A Business Combination Agreement Exhibit B Shareholders Exhibit C Convertible Loan Lenders Exhibit D Form of Power of Attorney (German) Exhibit E Form of Power of Attorney (Dutch) Preamble
TABLE OF EXHIBITS. Exhibit A: Legal Description of the Park Property Exhibit B: Legal Description of the Development Property Exhibit C: Memorandum of First Rights Agreement Exhibit D: Legal Description of the Gaar Trust Property STATE OF KANSAS ) ) ss COUNTY OF XXXXXXX ) On this 4th day of January, 2024, before the undersigned, a Notary Public in and for said County and State, residing xxxxxxx xxxx commissioned and sworn, personally appeared Xxxxx X. Xxxxxx, known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same as his act and deed in his capacity as the Mayor of City of Westwood, Kansas, a political subdivision of the State of Kansas, as the act and deed of such city.
TABLE OF EXHIBITS. Exhibit 2.1 Massachusetts General Laws 166A Exhibit 3.4(a) Institutional Network Buildings (“I-Net Building) Exhibit 4.2(a) Drops, Outlets and Monthly Service to Public Buildings Exhibit 4.3(a) Drops, Outlets and Monthly Service to Public Schools Exhibit 5.3(b) Licensee Local Origination Production Equipment List (Deeded) Exhibit 5.3(c) Town PEG Access Production Equipment List (Deeded) Exhibit 5.3(e) PEG Access Studio Equipment Exhibit 5.3(f) Government Access Production Equipment Exhibit 5.3(g) PEG Portable Production Unit (PPU) Signature Page Exhibit 3.4(a) Institutional Network Buildings (“I-Net Building) XXXXXXXX XXXXXXX Xxxxx/Memorial Schools Legion Avenue/20 Xxxxxxx Xxxx Fire Station1 Route 109 High School Holliston Street Library High Street Medway PEG Access Studio (High School) Holliston Street North School Xxxxxxxx Street Police Xxxxxxx0 Xxxxxxx Xxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx DPW Broad Street Church Highland Street New Senior Citizen Center 3 Oakland Street Housing Authority Xxxxxxxx Heights 1 --- Indicated as new I-Net Building 2 --- Indicated as new I-Net Building 3 --- Indicated as new I-Net Building Exhibit 4.2(a) Drops, Outlets and Monthly Service to Public Buildings LOCATION ADDRESS Fire Station Route 109 Housing Authority Xxxxxx Drive Library High Street Medway PEG Access Studio (High School) Holliston Street Housing Authority Xxxxxxxx Heights Police Xxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxx Pond Street Town Hall Village Street DPW Broad Street Church Highland Street Exhibit 4.3(a) Drops, Outlets and Monthly Service to Public Schools XXXXXXXX XXXXXXX Xxxxx/Memorial Schools Legion Avenue/20 Xxxxxxx Xxxx High School Holliston Street North School Xxxxxxxx Street Middle School Holliston Street New Senior Citizen Center Oakland Street (Camp Sunshine) Exhibit 5.3(b) Licensee Local Origination Production Equipment List (Deeded)
