IN WITNESS of which this Framework Agreement has been duly executed by the Parties. Signed duly authorised for and on behalf of the SUPPLIER Signature: ………………………………………………. Name: ………………………………………………. Position: ………………………………………………. Date ………………………………………………. [Guidance Note: this document should be signed by the same supplier entity that submitted the ITT.] Signed for and on behalf of the AUTHORITY Signature: ………………………………………………. Name: ………………………………………………. Position: ………………………………………………. Date ……………………………………………….
Witness Witness signed - - signed - (Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
AS WITNESS For: ESKOM HOLDINGS SOC LTD [No lower than an E-Band Manager to sign] (Name of witness in print) Duly authorised
IN WITNESS OF the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. CS FUNDING II DEPOSITOR LLC, as Depositor By: Name: Title: WILMINGTON TRUST COMPANY, as Owner Trustee By: Name: Title: Agreed and Acknowledged: CAPITALSOURCE FINANCE, LLC By: Name: Title: Trust Agreement EXHIBIT A TO THE AMENDED AND RESTATED TRUST AGREEMENT FORM OF TRUST CERTIFICATE THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS TRUST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL “ACCREDITED INVESTOR”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“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A “PLAN” WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH TRUST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. THE TRANSFEREE OF THIS CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE’S STATUS AS A U.S. PERSON UNDER U.S. FEDERAL TAX LAW. THE OWNER TRUSTEE SHALL NOT EXECUTE, AND SHALL NOT COUNTERSIGN AND DELIVER, A TRUST CERTIFICATE IN CONNECTION WITH ANY TRANSFER OF THIS TRUST CERTIFICATE UNLESS THE TRANSFEROR SHALL HAVE PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE, SIGNED BY THE TRANSFEREE, WHICH CERTIFICATE SHALL CONTAIN THE CONSENT OF THE TRANSFEREE TO ANY AMENDMENTS OF THE TRUST AGREEMENT AS MAY BE REQUIRED TO EFFECTUATE FURTHER THE RESTRICTIONS ON TRANSFER OF THE TRUST CERTIFICATES TO NON-PERMITTED FOREIGN HOLDERS, AND AN AGREEMENT BY THE TRANSFEREE THAT IT WILL NOT TRANSFER THIS TRUST CERTIFICATE WITHOUT PROVIDING TO THE OWNER TRUSTEE A SUBSTANTIALLY IDENTICAL CERTIFICATE, SIGNED BY THE PROSPECTIVE OWNER TO WHOM THIS TRUST CERTIFICATE IS TO BE TRANSFERRED. TRUST CERTIFICATE No. THIS CERTIFIES THAT [ ] (the “Owner”) is the registered owner of the Percentage Interest from time to time applicable to this Certificate pursuant to the terms of the Amended and Restated Trust Agreement referred to below or such other Percentage Interest as shall be set forth from time to time in Schedule 1 hereto in CapitalSource Funding II Trust (the “Trust”) existing under the laws of the State of Delaware and created pursuant to the Amended and Restated Trust Agreement dated as of September 17, 2003 (the “Trust Agreement”) between CS Funding II Depositor LLC. as Depositor and Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Trust Agreement (the “Owner Trustee”). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Trust Certificate by one of its duly authorized signatories as set forth below. This Trust Certificate is one of the Trust Certificates referred to in the Trust Agreement and is issued under and is subject to the terms, provisions and conditions of the Trust Agreement to which the holder of this Trust Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made to the Trust Agreement and the Sale and Servicing Agreement for the rights of the holder of this Trust Certificate, as well as for the terms and conditions of the Trust created by the Trust Agreement.
IN WITNESS THEREOF the Tenant, Owner, and Program Administrator have indicated their acceptance of the terms of this Contract, including the Exhibits hereto, which are incorporated herein by reference, by their signatures below on the dates indicated. Owner Owner/Landlord Representative Signature Xxxxxxx Xxxxxxx YMP Center Court, LLC. Owner/Property Manager Date:12/2/2020 Tenant Signature Xxxxx Xxxxxx Xxxxxxx Tenant 12/3/2020 Date: Program Administrator Authorized Representative Signature Xxxxxxx Xxxxxx Administrator 12/3/2020 Date Attest: City of North Miami, a Florida Municipal Corporation Approve as to Form and Legal Sufficiency Signature Xxxx P.H. Xxxxxx, Esq. City Attorney 12/3/2020 Date Signature Xxxxxxx Xxxxxxxx, Esq. City Manager 12/4/2020 Date Signature Xxxxxxx Xxxxxx, Esq. City Clerk 12/4/2020 Date EXHIBIT A: PROJECT SPECIFIC INFORMATION Parties to this Contract Program Administrator City of North Miami Owner YMP Center Court, LLC Tenant Xxxxx Xxxxxx Xxxxxxx Contract Dates Contract Start Date: 12/4/2020 Contract End Date: 12/31/2020 Unit & Lease Information Unit (Address and Unit #): 14795 NE 18 Avenue, Apt. 0-000, Xxxxx Xxxxx, XX. 00000 Lease Start Date: 02/01/2020 Lease End Date: 01/31/2021 Contract Rent (total due under Lease): $975.00 per month Rental Assistance Tenant Contribution: $ per month Rental Assistance Payment: $2,333.00 (2 months plus $383 in back rent) Rental Assistance from Other Programs Is other rental assistance (e.g. Section 8/State/Local funds) received? Yes No If yes, monthly amount of $0.00 paid to Tenant or Owner from (source): Payment Information Rent Payable to: YMP Center Court, LLC Mailing Address: 0000 X Xxxxx Xxxx 0, Xxxxx 000, Xxxx Xxxxxxxxxx, XX, 00000 Electronic Payment Instructions Financial Institution: N/A Check wil be issued to Landlord/Owner Routing Number: Account Number Account Holder Name: EXHIBIT B: EXISTING LEASE {Attach copy of the Lease for the HOME-TBRA assisted Unit} DocuSign Envelope ID: 8C0FC468-04E9-4DD2-AC79-15B97A14F03C DocuSign Envelope ID: 8C0FC468-04E9-4DD2-AC79-15B97A14F03C DocuSign Envelope ID: 8C0FC468-04E9-4DD2-AC79-15B97A14F03C DocuSign Envelope ID: 8C0FC468-04E9-4DD2-AC79-15B97A14F03C DocuSign Envelope ID: 8C0FC468-04E9-4DD2-AC79-15B97A14F03C DocuSign Envelope ID: 8C0FC468-04E9-4DD2-AC79-15B97A14F03C
IN WITNESS HEREOF the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. ON BEHALF OF THE GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE I By: /s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Vice President ON BEHALF OF THE GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE II By: /s/ XXXXXX XXXXXXXX-XXXXX Name: Xxxxxx Xxxxxxxx-Xxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE III By: /s/ XXXXXX XXXXXXXX-XXXXX Name: Xxxxxx Xxxxxxxx-Xxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE IV By: /s/ W. XXXXXXXX XXXXXX Name: W. Xxxxxxxx Xxxxxx Title: Corporate Secretary and Chief Legal Officer CALPINE CORPORATION By: /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Chief Financial Officer WILMINGTON TRUST COMPANY, as Trustee By: /s/ XXXXXX XXXXX Authorized Signatory SCHEDULE I Name of Guarantor Calpine Bethlehem, LLC Calpine Mid-Atlantic Energy, LLC Calpine Mid-Atlantic Generation, LLC Calpine Mid-Atlantic Marketing, LLC Calpine New Jersey Generation, LLC Calpine Solar, LLC Calpine Vineland Solar, LLC New Development Holdings, LLC SCHEDULE II Name of Guarantor Calpine Mid-Atlantic Operating, LLC SCHEDULE III Name of Guarantor Calpine Construction Management Company, Inc. Calpine Operating Services Company, Inc. Calpine Power Services, Inc. Xxxxxxxxx Turbine Systems America, Inc. SCHEDULE IV Name of Guarantor Anacapa Land Company, LLC Xxxxxxxx Springs Energy Company Auburndale Peaker Energy Center, LLC Aviation Funding Corp. Baytown Energy Center, LLC Bellingham Cogen, Inc. CalGen Expansion Company, LLC CalGen Finance Corp. CalGen Project Equipment Finance Company Three, LLC Calpine Administrative Services Company, Inc. Calpine Auburndale Holdings, LLC Calpine c*Power, Inc. Calpine CalGen Holdings, Inc. Calpine California Holdings, Inc. Calpine Calistoga Holdings, LLC Calpine CCFC Holdings, Inc. Calpine Central Texas GP, Inc. Calpine Central, Inc. Calpine Central, L.P. Calpine Central-Texas, Inc. Calpine Cogeneration Corporation Calpine Eastern Corporation Calpine Edinburg, Inc. Calpine Energy Management, L.P. Calpine Energy Services Holdings, Inc. Calpine Energy Services, L.P. Calpine Fuels Corporation Calpine Generating Company, LLC Name of Guarantor Calpine Geysers Company, L.P. Calpine Gilroy 1, Inc. Calpine Gilroy 2, Inc. Calpine Global Services Company, Inc. Calpine Xxxxxxx Energy Center, L.P. Calpine Xxxxxxx Holdings, Inc. Calpine Xxxxxxx, Inc. Calpine Jupiter, LLC Calpine Xxxxxxx Operators, Inc. Calpine KIA, Inc. Calpine King City, Inc. Calpine King City, LLC Calpine Leasing Inc. Calpine Long Island, Inc. Calpine Magic Valley Pipeline, Inc. Calpine MVP, Inc. Calpine Newark, LLC Calpine Northbrook Holdings Corporation Calpine Northbrook Investors, LLC Calpine Northbrook Project Holdings, LLC Calpine Xxxxx Power, LLC Calpine Operations Management Company, Inc. Calpine Power Company Calpine Power, Inc. Calpine Power Management, Inc. Calpine Power Management, LLC Calpine PowerAmerica, Inc. Calpine PowerAmerica, LLC Calpine PowerAmerica-CA, LLC Calpine PowerAmerica-CT, LLC Calpine PowerAmerica-MA, LLC Name of Guarantor Calpine PowerAmerica-ME, LLC Calpine PowerAmerica-NH, LLC Calpine PowerAmerica-NY, LLC Calpine PowerAmerica-OR, LLC Calpine PowerAmerica-PA, LLC Calpine PowerAmerica-RI, LLC Calpine Project Holdings, Inc. Calpine Xxxxx, Inc. Calpine Rumford I, Inc. Calpine Rumford, Inc. Calpine Schuylkill, Inc. Calpine Sonoran Pipeline, LLC Calpine Stony Brook Operators, Inc. Calpine Stony Brook, Inc. Calpine Sumas, Inc. Calpine TCCL Holdings, Inc. Calpine Texas Pipeline GP, Inc. Calpine Texas Pipeline LP, Inc. Calpine Texas Pipeline, L.P. Calpine Tiverton I, Inc. Calpine Tiverton, Inc. Calpine University Power, Inc. Xxxxxxxx Energy LLC CCFC Development Company, LLC CES Marketing IX, LLC CES Marketing V, L.P. CES Marketing X, LLC Channel Energy Center, LLC Clear Lake Cogeneration Limited Partnership Columbia Energy LLC Corpus Christi Cogeneration, LLC Name of Guarantor CPN 3rd Turbine, Inc. CPN Acadia, Inc. CPN Cascade, Inc. CPN Clear Lake, Inc. CPN East Fuels, LLC CPN Energy Services GP, Inc. CPN Energy Services LP, Inc. CPN Pipeline Company CPN Xxxxx Funding Corporation CPN Telephone Flat, Inc. Decatur Energy Center, LLC Delta Energy Center, LLC East Altamont Energy Center, LLC Fontana Energy Center, LLC Freestone Power Generation, LLC GEC Bethpage Inc. Geysers Power Company, LLC Geysers Power I Company Hillabee Energy Center, LLC Idlewild Fuel Management Corp. JMC Bethpage, Inc. Lone Oak Energy Center, LLC Los Medanos Energy Center LLC Magic Valley Pipeline, L.P. Moapa Energy Center, LLC Mobile Energy LLC Modoc Power, Inc. Xxxxxx Energy Center, LLC Northwest Cogeneration, Inc. NTC Five, Inc. Pastoria Energy Center, LLC Name of Guarantor Pastoria Energy Facility, L.L.C. Pine Bluff Energy, LLC RockGen Energy LLC Rumford Power Associates Limited Partnership San Xxxxxxx Valley Energy Center, LLC Santa Xxxx Energy Center, LLC Stony Brook Cogeneration, Inc. Stony Brook Fuel Management Corp. Xxxxxx Dryers, Inc. Texas City Cogeneration, LLC Texas Cogeneration Five, Inc. Texas Cogeneration One Company Thermal Power Company Tiverton Power Associates Limited Partnership Wawayanda Energy Center, LLC
Court Witness Nurses who are subpoenaed or requested by the Medical Center to appear as a witness in a court case during their normal time off duty will be compensated for the time spent in connection with such an appearance in accordance with the applicable rate of pay. The court witness pay will be assigned to the Medical Center.
IN WITNESS WHEROF the City and Consultant have caused this Master Agreement to be executed by their respective duly authorized representatives as follows.
IN WITNESS WHEREFORE the parties have signed this Agreement on the date first written above. COMPANY: HORIZON PHARMA, INC. HORIZON PHARMA USA, INC. By: Title: Chairman, President & CEO Print Name: Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Signature: As authorized agent of the Company EXECUTIVE: IRINA KONSTANTINOVSY /s/ Irina Konstantinovsy Irina Konstantinovsy, individually EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Section 4.4 of the Executive Employment Agreement dated , (the “Employment Agreement”), to which this form is attached, I, Xxxxx Xxxxxxxxxxxxxxx, hereby furnish Horizon Pharma, Inc. and Horizon Pharma USA, Inc. (together the “Company”), with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the Illinois Human Rights Act, the Illinois Equal Pay Act, the Illinois Religious Freedom Restoration Act, and the Illinois Genetic Information Privacy Act. Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law; to payments under Sections of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under any applicable workers’ compensation statute; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other right that is not waivable under applicable law. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated , . Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated , constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: By:
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
