PROPOSAL TABLE OF CONTENT. All proposals must include a detailed Table of Contents and an Executive Summary.
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TABLE OF CONTENT 0 Abstract 6 1 Introduction 7
Captions; Table of Contents The captions or headings in this Agreement and the Table of Contents are for convenience only and in no way define, limit or describe the scope and intent of any provisions of this Agreement.
Headings; Table of Contents The headings of the sections of this Agreement and the table of contents have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
Headings and Table of Contents The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.
CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A.
Table of Contents Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
REFERENCE TABLE TIA Section Indenture Section ----------- ----------------- 310(a)(1)..................................................... 6.10 (a)(2)..................................................... 6.10 (a)(3)..................................................... N.A. (a)(4)..................................................... N.A. (a)(5)..................................................... 6.08 (b)........................................................ 6.08; 6.10 (c)........................................................ N.A. 311(a)........................................................ 6.11 (b)........................................................ 6.11 (c)........................................................ N.A. 312(a)........................................................ 2.05 (b)........................................................ 10.03 (c)........................................................ 10.03 313(a)........................................................ 6.06 (b)(1)..................................................... N.A. (b)(2)..................................................... 6.06 (c)........................................................ 6.06; 10.02 (d)........................................................ 6.06 314(a)........................................................ 3.02; 3.03; 10.02 (b)........................................................ N.A. (c)(1)..................................................... 10.04 (c)(2)..................................................... 10.04 (c)(3)..................................................... N.A. (d)........................................................ N.A. (e)........................................................ 10.05 (f)........................................................ N.A. 315(a)........................................................ 6.01(b) (b)........................................................ 6.05; 10.02 (c)........................................................ 6.01(a) (d)........................................................ 6.01(c) (e)........................................................ 5.11 316(a)(last sentence)......................................... 10.06 (a)(1)(A).................................................. 5.05 (a)(1)(B).................................................. 5.02; 5.04; 8.02 (a)(2)..................................................... N.A. (b)........................................................ 5.07 317(a)(1)..................................................... 5.08 (a)(2)..................................................... 5.09 (b)........................................................ 2.04 318(a)........................................................ 10.01 --------------------------
Table of Contents, Headings, etc The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Table of Contents; Headings The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
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.
