LIST OF EXHIBITS List below all exhibits filed as part of this Statement of Eligibility and Qualification.
Amendment of Exhibit A Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.
LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Convertible Promissory Note Exhibit B Form of Series A Warrants Exhibit C Form of Escrow Agreement Exhibit D Form of Legal Opinion Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f) Violations and Conflicts Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 12(a) Excepted Issuances Exhibit A NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $___________ Issue Date: August __, 2011 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, WIZARD WORLD, INC., a Delaware corporation (hereinafter called “Borrower”), hereby promises to pay to the order of [Holder’s name], with an address at [Holder’s _______________________Address], without demand, the sum of up to _______ Dollars ($___) (“Principal Amount”), with interest accruing thereon, on December __, 2011 (the “Maturity Date”), if not sooner paid or modified as permitted herein. This Convertible Promissory Note (the “Note”) has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), for an aggregate Principal Amount of up to $455,000. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Subscription Agreement. The following terms shall apply to this Note:
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 and/or a Controlling Class Certificateholder) Exhibit M-1E Form of Notice of Excluded Controlling Class Holder Exhibit M-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit M-1G Form of Certification of the Controlling Class Representative Exhibit M-2A Form of Investor Certification for Exercising Voting Rights for Non-Borrower Party Exhibit M-2B Form of Investor Certification for Exercising Voting Rights for Borrower Party Exhibit M-3 Form of Online Vendor Certification Exhibit M-4 Form of Confidentiality Agreement Exhibit M-5 Form of NRSRO Certification Exhibit N Custodian Certification Exhibit O Servicing Criteria to be Addressed in Assessment of Compliance Exhibit P Supplemental Servicer Schedule Exhibit Q [Reserved] Exhibit R Form of Operating Advisor Annual Report Exhibit S Sub-Servicing Agreements Exhibit T Form of Recommendation of Special Servicer Termination Exhibit U Additional Form 10-D Disclosure Exhibit V Additional Form 10-K Disclosure Exhibit W-1 Form of Additional Disclosure Notification Exhibit W-2 Form of Additional Disclosure Notification (Accounts) Exhibit W-3 Form of Notice of Additional Indebtedness Notification Exhibit X Form Certification to be Provided with Form 10-K Exhibit Y-1 Form of Certification to be Provided to Depositor by the Certificate Administrator Exhibit Y-2 Form of Certification to be Provided to Depositor by the Master Servicer Exhibit Y-3 Form of Certification to be Provided to Depositor by the Special Servicer Exhibit Y-4 Form of Certification to be Provided to Depositor by the Operating Advisor Exhibit Y-5 Form of Certification to be Provided to Depositor by the Custodian Exhibit Y-6 Form of Certification to be Provided to Depositor by the Trustee Exhibit Y-7 Form of Certification to be Provided to Depositor by the Asset Representations Reviewer Exhibit Y-8 Form of Certification to be Provided to Depositor by a Sub-Servicer Exhibit Z Form 8-K Disclosure Information Exhibit AA-1 Form of Power of Attorney for Master Servicer Exhibit AA-2 Form of Power of Attorney for Special Servicer Exhibit BB Class A-AB Scheduled Principal Balance Exhibit CC-1 Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights Exhibit CC-2 Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights Exhibit DD Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit EE Form of Notice of Exchange of Exchangeable Certificates Exhibit FF Form of Notice Regarding Outside Serviced Mortgage Loan Exhibit GG Statement to be included in the Proposed Course of Action Notice Exhibit HH Copy of One Court Square Side Letter Exhibit II Form of Asset Review Report Exhibit JJ Form of Asset Review Report Summary Exhibit KK Asset Review Procedures Exhibit LL Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit MM Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Pooling and Servicing Agreement, dated as of April 1, 2016, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Park Bridge Lender Services LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.
INDEX OF EXHIBITS Exhibit A Lease Agreement Exhibit B Option Agreement Exhibit C Bill xx Sale Exhibit D-1 Opinion of Counsel to Buyer Exhibit D-2(a) Opinion of Counsel to the Companies and the Shareholder Exhibit D-2(b) Opinion of Counsel to the Companies and the Shareholder Exhibit E Assumption Agreement Exhibit F Cleanup Escrow Agreement Exhibit G General Escrow Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Agreements Schedule 1.1(k) Prepaid Expenses Schedule 1.2(c) Deferred Income Taxes Schedule 1.2(e) Insurance Policies Schedule 1.2(g) Other Excluded Assets Schedule 1.2(h) Shareholder Personal Property Schedule 4.1 Jurisdictions in which Qualified to do Business Schedule 4.5 Capitalization of the Companies; Shareholder Schedule 4.6 Violations; Conflicts; etc. Schedule 4.8 Subsidiaries Schedule 4.9 Financial Statements Schedule 4.10 Changes since the Current Balance Sheet Date Schedule 4.11 Liabilities Schedule 4.12 Litigation Schedule 4.13 Environmental Matters Schedule 4.14(a) Owned Premises Schedule 4.14(b) Leased Premises Schedule 4.14(c) Additional Locations Schedule 4.15 Title to and Condition of Assets Schedule 4.16 Compliance with Laws Schedule 4.17 Labor and Employment Matters Schedule 4.18 Employee Benefit Plans Schedule 4.19 Tax Matters Schedule 4.20 Insurance Schedule 4.21 Receivables Schedule 4.22 Licenses and Permits Schedule 4.23 Relationships with Customers and Suppliers Schedule 4.24 Intellectual Property Schedule 4.25 Purchased Contracts Schedule 4.27 Documents Not Prepared by Companies or Shareholder Schedule 4.30 Names Schedule 4.31 Commissions Schedule 4.33(a) Fixed Asset Schedule Schedule 4.33(b) Liability Schedule Schedule 5.5 SEC Filings and Financial Information Schedule 6.2 Negative Covenants Schedule 11.19(a) Remediation Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is entered into effective as of January 20, 1998, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); AMI Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of MTLM ("AMI" together with MTLM, "BUYER"); Aerospace Metals, Inc., a Connecticut corporation ("AEROSPACE"); Aerospace Parts Security, Inc., a Connecticut corporation ("SECURITY"); The Suisxxx Xxxanium Corporation, a Connecticut corporation and a wholly-owned subsidiary of Aerospace ("TITANIUM") (Aerospace, Security and Titanium are hereinafter sometimes referred to individually as a "COMPANY" and collectively as the "COMPANIES"); and Michxxx Xxxxxxx, xxing the sole shareholder of Aerospace and Security ("SHAREHOLDER"). Certain other capitalized terms used herein are defined in Article XIII or elsewhere throughout this Agreement.
Incorporation of Exhibits and Schedules The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
Incorporation of Exhibits The Exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes.
AMENDED EXHIBIT A The Fund Accounting Agreement is hereby amended by changing the name of T. Rowe Price Capital Appreciation Fund to T. Rowe Price Capital Appreciation Fund, Inc.; by changing the name of T. Rowe Price Equity Income Fund to T. Rowe Price Equity Income Fund, Inc.; by changing the name of T. Rowe Price GNMA Fund to T. Rowe Price GNMA Fund, Inc.; by changing the name of T. Rowe Price New America Growth Fund to T. Rowe Price New America Growth Fund, Inc.; by changing the name of T. Rowe Price State Tax-Free Income Trust to T. Rowe Price State Tax-Free Funds, Inc.; by changing the names of Georgia Tax-Free Bond Fund, Maryland Short-Term Tax-Free Bond Fund, Maryland Tax-Free Bond Fund, Maryland Tax-Free Money Fund, New Jersey Tax-Free Bond Fund, New York Tax-Free Bond Fund, New York Tax-Free Money Fund, and Virginia Tax-Free Bond Fund to T. Rowe Price Georgia Tax-Free Bond Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Money Fund, and T. Rowe Price Virginia Tax-Free Bond Fund, respectively, on behalf of T. Rowe Price State Tax-Free Funds, Inc.; by removing T. Rowe Price California Tax-Free Income Trust as a Mutual Fund – Parent; and by changing the names of California Tax-Free Bond Fund and California Tax-Free Money Fund to T. Rowe Price California Tax-Free Bond Fund and T. Rowe Price California Tax-Free Money Fund, respectively, and moving them under T. Rowe Price State Tax-Free Funds, Inc. as Mutual Fund – Series.
Accuracy of Exhibits There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
