Deutsche Bank S. A.E XXXX XXXXXXX XXXXXX XXXXX XXXXXXX By: ……………………………………………….. By: ………………………………………………..
Deutsche Bank S. A.E. as local paying agent in respect of the Spanish Notes (as defined below) (the "Local Paying Agent").
Deutsche Bank S. A. — Banco Alemão (or other first tier Brazilian financial institution agreed by the Parties, the “Escrow Agent”) within 60 (sixty) days from the date hereof, pursuant to which the Purchaser will deposit or cause to be deposited into the escrow account in Brazil (“Escrow Account”), no later than two (2) Business Days prior to the Closing Date, the full amount of the Purchase Price (the “Escrow Cash”) and the Sellers’ Representative shall deliver the original Letter of Credit to the Purchaser for cancellation. If the Escrow Agreement is not fully implemented and the Letter of Credit is not renewed for additional three (3) months by March 15, 2014, the Company may draw on the full amount of the Letter of Credit. The Escrow Agreement will provide that distribution of the Escrow Cash shall be made by the Escrow Agent to Holdco and to the Sellers, in immediately available funds (XXX) and according to the instructions provided in Section 2.3 above, no later than noon São Paulo time of the same day of delivery to the Escrow Agent of the certificate of the Seller´s Representative to the effect that (i) the IMX Notice has been delivered as described in Section 4.1.3 below, (ii) the closing act described in Section 4.2(e) has been completed, and (iii) that upon transfer of the Escrow Cash in accordance with Section 2.3 of the Share Purchase Agreement there remains only the ministerial act contemplated by Section 4.2(f) of the Share Purchase Agreement, which will be effected immediately after such transfer either by IMX’s physical participation in the Closing on the Closing Date or by the Sellers’ exercise of a power-of-attorney to transfer the Shares of IMX contained in the IMX Option that is effective and can be used on the Closing Date. Xxxxxxx as Representative of the Sellers shall provide SFX with a statement duly signed by Xxxxxxx substantially in the form of Schedule 2.4 hereto. Purchaser undertakes to keep the Letter of Credit in full force and effect until (and including) the date when the Escrow Arrangement is fully completed or the Closing Date, whichever occurs first. The Sellers agree not to use the power-of-attorney to transfer the Shares of IMX contained in the IMX Option without the written consent of Purchaser, unless such power-of-attorney is effective and can be used on the Closing Date.
Deutsche Bank S. A. - Banco Alemão Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx 3900 - 9, 13, 14 and 15 floors 04538-132 São Paulo, SP Phone: (00-00) 0000-0000 / 5016/5335/5224/5250/5049 Facsimile: (00-00) 0000-0000 E-mail: Xxx.xxxxxx@xxxx.xx.xxx / xxxxxx.xxxxxxxxxx@xx.xxx Attn.: Trust and Agency Services - Client Services- Xxxxxx Xxxxxxxxxx
Deutsche Bank S. A. – Banco Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, 3900, 13th, 14th, and 15th floors 04538-132 São Paulo, SP, Brazil C/o: Trust and Agency Services – Client Services Re: Escrow Agreement, dated as of August 6, 2015 (“Agreement”) entered into by and among CCB Brazil Financial Holding – Investimentos e Participações Ltda. (“CCB Brazil”), Deutsche Bank S.A. – Banco Alemão (“Depositary Agent”), and Xxxxxxxx Trust Servicer S.A. Dear Sirs: According to the provisions of Section 3.1 of the Agreement, we hereby notify you that we wish to change the identity of the Authorized Persons (as defined in the Agreement) as follows: Withdrawing Authorized Persons: Name: Title: (RG) {or} (RNE): Signature: (Name) (Title) (Number) (Signature) New Authorized Persons appointed: Name: Title: (RG) {or} (RNE): Signature: (Name) (Title) (Number) (Signature) This notice and the instructions contained therein are made to you on an irrevocable and irreversible basis, and they may not be changed, supplemented or canceled wholly or in part for any reason without the prior written consent from CCB Brazil. Yours faithfully, CCB Brazil Financial Holding – Investimentos e Participações Ltda. (Name of CCB Brazil Authorized Person) (Title) Escrow Agreement Exhibit 3.1.1 Form of Notice and Instrument of Acknowledgment (Place), (Date). (Corporate name of the Permitted Investment Manager) (Address) Attention to: (Person in Charge of the Permitted Investment Manager) Re.: Escrow Agreement Dear Sirs: This Notice and Instrument of Acknowledgement ("Notice") is to inform you that, in accordance with the Escrow Agreement, signed on August 6, 2015, between CCB Brazil Financial Holding - Investimentos e Participações Ltda ("CCB Brazil") and Deutsche Bank SA – Banco Alemão ("Depositary Agent") and, as intervening consenting party, Xxxxxxxx Trust Servicer SA ("Escrow Agreement"), CCB Brazil appointed the Depositary Agent to act as its representative, according to the power of attorney (to be sent separately) and as depositary agent, both subject to the Escrow Agreement. The (insert Manager) ("Permitted Investment Manager") hereby recognizes that the funds of CCB Brazil that are invested in (insert name of asset) ("Permitted Investment") are bound to specific obligations with the Depositary Agent. The maintenance or transfer of the Permitted Investment shall be subject to instructions forwarded by the Depositary Agent, through the persons listed as authorized persons, according to Exhibit I to this Notice (...
Deutsche Bank S. A. – Banco Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, 3900, 13th, 14th, and 15th floors 04538-132 São Paulo, SP, Brazil C/o: Trust and Agency Services – Client Services Re: Escrow Agreement, dated as of August 6, 2015 (“Agreement”) entered into by and among CCB Brazil Financial Holding – Investimentos e Participações Ltda. (“CCB Brazil”), Deutsche Bank S.A. – Banco Alemão, and Xxxxxxxx Trust Servicer S.A. Dear Sirs: According to the provisions of Section 3.5 of the Agreement, we hereby request you to settle the amount of (amount) relating to the following Permitted Investment(s) (as defined in the Agreement): As regards the investment in Mutual Investment Fund: (inform type, amount, fee, due date, unit price and/or any applicable information, CNPJ (inform number), Bank No. (inform number), Branch No. (inform number), Current Account No. (inform number). As regards the (Bank Deposit Certificate) {or} (Time Deposits): (inform type, amount, fee, due date, unit price and/or any applicable information, agreed rate, type of liquidity, due date As regards the (Investment Portfolio) {or} (Brazilian Public Notes): (Inform type, amount, fee, due date, unit price and/or any applicable information) This notice and the instructions contained therein are made to you on an irrevocable and irreversible basis, and they may not be changed, supplemented or canceled wholly or in part for any reason without the prior written consent from CCB Brazil. Yours faithfully, CCB BRAZIL FINANCIAL HOLDING – INVESTIMENTOS E PARTICIPAÇÕES LTDA. (Name of CCB Brazil Authorized Person) (Title) ESCROW AGREEMENT EXHIBIT 4.1 FORM OF PAYMENT INSTRUCTION (Place), (date).
Deutsche Bank S p.A. Ivory Coast Standard Chartered Bank Côte d’Ivoire S.A. Japan Mizuho Bank, Limited The Hongkong and Shanghai Banking Corporation Limited Jordan HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Kazakhstan SB HSBC Bank Kazakhstan JSC (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Kenya Standard Chartered Bank Kenya Limited Republic of Korea Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited Kuwait HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) LIMITED ACCESS STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS Latvia AS SEB banka Lebanon HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Lithuania AB SEB bankas Malaysia Deutsche Bank (Malaysia) Berhad Standard Chartered Bank Malaysia Berhad Mali via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast Mauritius The Hongkong and Shanghai Banking Corporation Limited Mexico Banco Nacional de México, S.A. Morocco Citibank Maghreb Namibia Standard Bank Namibia Limited Netherlands Deutsche Bank AG New Zealand The Hongkong and Shanghai Banking Corporation Limited Niger via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast Nigeria Stanbic IBTC Bank Plc. Norway Skandinaviska Enskilda Xxxxxx XX (publ), Sweden (operating through its Oslo branch) Oman HSBC Bank Oman S.A.O.G. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Pakistan Deutsche Bank AG Palestine HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Peru Citibank del Perú, S.A. Philippines Deutsche Bank AG Poland Bank Handlowy w Warszawie S.A. Portugal
Deutsche Bank S p.A., a bank incorporated and organised under the laws of the Republic of Italy, having its registered office at Xxxxxx xxx Xxxxxxxxxx 0, 00000 Xxxxx, Xxxxx, fiscal code, VAT number and number of enrolment with the Companies Registrar of Milan No. 01340740156, enrolled with the register (albo) held by the Bank of Italy, subject to the direction and coordination of Deutsche Bank Aktiengesellschaft, which enters into this Deed as “Electronic Payments Account Bank” (in this role, hereinafter, the “Electronic Payments Account Bank” or “DB”) as well as former DSRA account bank under the Finance Documents;
Deutsche Bank S. A. and the branch of Citibank, N.A. in the Country (or if any of such entities shall not report such quotations, by any of HSBC Bank Argentina S.A., Bankboston N.A. Buenos Aires Branch or XX Xxxxxx Xxxxx Bank Buenos Aires Branch, respectively), and (iii) a currency other than Dollars or Pesos, at any time for the determination thereof, the amount of Dollars obtained by converting such other currency into Dollars at the average of the spot rates for the purchase of Dollars with such other currency, as publicly quoted by the Note Purchase Agreement Agent in the normal course of business at approximately 11:00 a.m. (New York City time), on the date of determination thereof specified herein or, if the date of determination thereof is not otherwise specified herein, in each case on the date two (2) Business Days prior to such determination
