Related to The Crown
Reliance and engagement letters Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the Committees listed in the chart below, each of which shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree that a given Committee need not be created until a later date, the Parties may agree to defer the creation of the Committee until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee and schedule a meeting of such Committee within one (1) month. CONFIDENTIAL Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
Concerning the Custodian Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Custodial File which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee, holds such documents for the benefit of Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in the Pooling and Servicing Agreement. All provisions of the Pooling and Servicing Agreement setting forth duties of the Custodian in more detail are hereby incorporated by reference into this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement and the provisions of the Pooling and Servicing Agreement, no Mortgage Note or other document constituting a part of a Custodial File shall be delivered by the Custodian to the Seller or the Master Servicer or otherwise released from the possession of the Custodian. Section 3.2. Indemnification. The Seller hereby agrees to indemnify and hold the Custodian harmless from and against all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Custodian may incur or with which the Custodian may be threatened by reasons of its acting as custodian under this Agreement, including indemnification of the Custodian against any and all expenses, including attorney's fees if counsel for the Custodian has been approved by the Seller, and the cost of defending any action, suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is specifically understood and agreed that in the event any such claim, liability, loss, action, suit or proceeding or other expense, fees, or charge shall have been caused by reason of any negligent act, negligent failure to act, or willful misconduct on the part of the Custodian, or which shall constitute a willful breach of its duties hereunder, the indemnification provisions of this Agreement shall not apply. Section 3.3. Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian. Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith. Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take custody of the Custodial Files itself and give prompt notice thereof to the Seller, the Master Servicer and the Custodian or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Custodial Files and no successor Custodian shall have been so appointed and have accepted resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. The Trustee, upon 60 days written notice, may remove the Custodian. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 3.7. Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Seller and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall have been appointed and accepted appointment by the Trustee without the prior approval of the Seller and the Master Servicer. Section 3.6. Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 3.7. Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $10,000,000 and is qualified to do business in the jurisdiction in which it will hold any Custodial File.
OTHER RPFI International Partners, L.P.No Riders are applicable to the Customer listed under Section III of this Schedule A AMENDMENT AGREEMENTAMENDMENT AGREEMENT, dated as of August 15, 1994 (the “Amendment Agreement”) to the Global Custody Agreement, effective January 3, 1994, as amended (the “Custody Agreement”) by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the “Customer”) and THE CHASE MANHATTAN BANK, N.A. (the “Bank”). Terms defined in the Custody Agreement are used herein as therein defined.WITNESSETH:WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;NOW, THEREFORE, the parties hereto agree as follows:
Recognition and Rights of Stewards The Employer recognizes the Union's right to select stewards to represent employees. The Employer and the Union will agree on the number of stewards, taking into account both operational and geographic considerations. The Union agrees to provide the Employer with a list of the employees designated as stewards.A steward shall make every effort to perform the duties of a steward outside of normal working hours. If this is not possible, a steward, or her alternate, shall obtain the permission of her immediate supervisor before leaving her work to perform her duties as a steward. Leave for this purpose shall be without loss of pay. Such permission shall not be unreasonably withheld. On resuming her normal duties, the steward shall notify her supervisor.The duties of stewards shall include:
DELAWARE DISTRIBUTORS L.P. By: DELAWARE DISTRIBUTORS, INC., General Partner By: Name: Title: LINCOLN FINANCIAL DISTRIBUTORS, INC. By: Name: Title: -6- APPENDIX A Delaware Group Adviser Funds Delaware New Pacific Fund Delaware Overseas Equity Fund Delaware U.S. Growth Fund Delaware Group Cash Reserve Delaware Cash Reserve Fund Delaware Group Equity Funds I Delaware Balanced Fund Delaware Devon Fund Delaware Group Equity Funds II Delaware Blue Chip Fund Delaware Decatur Equity Income Fund Delaware Diversified Value Fund Delaware Growth and Income Fund Delaware Social Awareness Fund Delaware Group Equity Funds III Delaware American Services Fund Delaware Large Cap Growth Fund Delaware Research Fund Delaware Technology and Innovation Fund Delaware Trend Fund Delaware Group Equity Funds IV Delaware Diversified Growth Fund Delaware Growth Opportunities Fund Delaware Group Equity Funds V Delaware Mid-Cap Value Fund Delaware Retirement Income Fund Delaware Small Cap Contrarian Fund Delaware Small Cap Value Fund Delaware Group Foundation Funds Delaware Balanced Portfolio Delaware Growth Portfolio Delaware Income Portfolio Delaware S&P 500 Index Fund The Asset Allocation Portfolio Delaware Group Limited-Term Government Funds Delaware Limited-Term Government Fund -7- Delaware Group Global & International Funds Delaware Emerging Markets Fund Delaware Global Bond Fund Delaware Global Equity Fund Delaware International Equity Fund Delaware International Small Cap Fund Delaware Group Government Fund Delaware American Government Bond Fund Delaware Group Income Funds Delaware Corporate Bond Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Strategic Income Fund Delaware Group Premium Fund Balanced Series Capital Reserves Series Cash Reserve Series Convertible Securities Series Devon Series Emerging Markets Series Global Bond Series Growth and Income Series Growth Opportunities Series High Yield Series International Equity Series REIT Series Select Growth Series Small Cap Value Series Social Awareness Series Strategic Income Series Technology and Innovation Series Trend Series U.S. Growth Series Delaware Group State Tax-Free Income Trust Delaware Tax-Free New Jersey Fund Delaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free Fund Delaware Tax-Free Insured Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund Delaware Tax-Free Money Fund -8- Delaware Pooled Trust Real Estate Investment Trust Portfolio Voyageur Funds Delaware U.S. Government Securities Fund Voyageur Insured Funds Delaware Minnesota Insured Fund Delaware Tax-Free Arizona Insured Fund Voyageur Intermediate Tax Free Funds Delaware Tax-Free Minnesota Intermediate Fund Voyageur Investment Trust Delaware Tax-Free California Insured Fund Delaware Tax-Free Florida Fund Delaware Tax-Free Florida Insured Fund Delaware Tax-Free Kansas Fund Delaware Tax-Free Missouri Insured Fund Delaware Tax-Free New Mexico Fund Delaware Tax-Free Oregon Insured Fund Voyageur Mutual Funds Delaware Minnesota High-Yield Municipal Bond Fund Delaware Montana Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Tax-Free Arizona Fund Delaware Tax-Free California Fund Delaware Tax-Free Iowa Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free New York Fund Delaware Tax-Free Wisconsin Fund Voyageur Mutual Funds II Delaware Tax-Free Colorado Fund Voyageur Mutual Funds III Delaware Growth Stock Fund Delaware Select Growth Fund Delaware Tax-Efficient Equity Fund Voyageur Tax Free Funds Delaware Tax-Free Minnesota Fund Delaware Tax-Free North Dakota Fund -9-
Reservation and Listing The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.
Access to Services Subject to and in accordance with the terms of this Agreement, including any Schedules, Company grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable Company procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You.
Monitoring and Evaluation GGGI will conduct periodic reviews, at least [insert number] times during the Term of Engagement, either in person or via video or telephone conference, to which representatives of the beneficiary governments may be invited to attend.GGGI will conduct independent reviews on the quality and progress of the Project before making payment in accordance with Article 4.The Consultant shall incorporate all comments and corrections that GGGI requests in the course of independent reviews in accordance with Clause G-1 of the General Conditions of Contract.
Appointment of the Distributor The Fund hereby appoints the Distributor as the principal underwriter and distributor of the Shares of the Fund to sell Shares to the public on behalf of the Fund and the Distributor hereby accepts such appointment and agrees to act hereunder. The Fund hereby agrees during the term of this Agreement to sell Shares of the Fund through the Distributor on the terms and conditions set forth below.