AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions.
AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary to the extent and as authorized in the applicable escrow agreement, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of permissible alternate instructions. SCHEDULE B Schedule of Fees for Services as Escrow Agent
AUTOMATIC AUTHORIZATION. In the absence of specific Joint Written Direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE C Each of the following person(s) is authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Purchaser’s behalf (only one signature required): [REDACTED – personal information] [REDACTED – personal information] Name Specimen signature Telephone No. Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: if only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Telephone Number Each of the following person(s) is authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Sellers’ behalf (only one signature required): [REDACTED – personal information] [REDACTED – personal information] Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: if only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations:
AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. Tillamook County Company Name Signature of Authorized Directing Party BOCC Chair Trust Account Number – includes existing and future sub-accounts unless otherwise directed Title/Date Version 2020 EXHIBIT 2 Schedule of Fees for Services as Escrow Agent Equipment Lease Purchase Escrow CTS01010A Acceptance Fee The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a one-time, non-refundable fee, payable at closing. WAIVED CTS04460 Escrow Agent Annual fee for the standard escrow agent services associated with the administration of the account. Administration fees are payable in advance. WAIVED Direct Out of Pocket Expenses Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the initial close, travel expenses and filing fees. At Cost Extraordinary Services Extraordinary Services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the services and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Paym...
AUTOMATIC AUTHORIZATION. In the absence of a Joint Written Direction to the contrary from Buyer and Seller, the Escrow Agent is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE C Appointed Persons Each of the following person(s) is a Buyer Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyer’s behalf (only one signature required): Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Telephone No Each of the following person(s) is a Seller Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Seller’s behalf (only one signature required): Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations Name Telephone No EXHIBIT I-1 Restrictive Covenant Agreement (Entity Form) [See Attached] RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is entered into as of [∙], 2015 (the “Effective Date”), by and between CHS Xxxxxxx, LLC, a Minnesota limited liability company (“CHS”), and [∙], a [∙] (the “Restricted Party” and, together with CHS, the “Parties”). 1
AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE C Each of the following person(s) is a Purchaser Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Purchaser's behalf (only one signature required): Mxxxxxx X. Xxxxxxx _______________________ (000) 000-0000 Name Specimen signature Telephone No. Rxxxxx X. Xxxx _______________________ (000) 000-0000 Name Specimen signature Telephone No _______________________ _______________________ ____________ Name Specimen signature Telephone No Each of the following person(s) is a Seller Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Seller's behalf (only one signature required): Dxxxxx XxXxxxx _______________________ 200-000-0000 Name Specimen signature Telephone No _______________________ _______________________ ____________ Name Specimen signature Telephone No _______________________ _______________________ ____________ Name Specimen signature Telephone No (Note: if only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations Mxxxxxx Xxxxxx 200-000-0000
AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. {180826.DOCX / 1 } SCHEDULE C - REPRESENTATIVES -[To Be Updated]
AUTOMATIC AUTHORIZATION. In the absence of a Joint Written Direction to the contrary from Parent and the Securityholder Representative, the Escrow Agent is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE C Appointed Persons Each of the following person(s) is a Parent Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Parent’s behalf (only one signature required):
AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. Exhibit C Fee Schedule These fees are based upon our current understanding of our duties under of the above-referenced agreement. U.S. Bank National Association reserves the rights to adjust its fees should its duties change under the agreement. ACCEPTANCE FEE: Waived ADVANCE ANNUAL ADMINISTRATION FEE Waived TRANSACTION FEES: WAIVED Wire Fee: Check Disbursement: LEGAL FEES: If any, at cost The Acceptance Fee and the Advance Annual Administration Fee are payable upon execution of the escrow documents. In the event the escrow is not funded, the Acceptance Fee and all related expenses, including attorneys’ fees remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. All other fees, if any, will be billed to the client in arrears. Exhibit D Secured Party
AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account (#XXXXXX). The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. Exhibit C Form of Claim Notice BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), Xxxxx Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, [Insert Name of Claimant] hereby notifies you that it is making a claim against [Insert Name of Respondent] for the full amount of the Escrow Funds. The factual basis for this claim is as follows: [insert facts] Payment of the Escrow Funds pursuant to this claim shall be delivered as follows: [insert instructions for payment] Sincerely, [INSERT NAME OF CLAIMANT] By: Name: Title: Exhibit D Form of Objection Notice BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), Xxxxx Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, the undersigned hereby notifies you that it objects to [Insert Name of Claimant] Claim Notice dated _____ , 2011, and requests that you hold the Escrow Funds until a Final Determination. The factual basis for this objection is as follows: [insert facts] Sincerely, [INSERT NAME OF RESPONDENT] By: Name: Title: Exhibit E Form of Final Determination Notice BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), Xxxxx Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, Parent, on behalf of itself and Merger Sub, and Company hereby authorize and direct you to pay the entire Escrow Funds as follows: [insert agreed upon instruct...
