Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
DEUTSCHE TRUSTEE COMPANY LIMITED, as trustee (the “Trustee”);
Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.
WELLS FARGO NAME The Adviser axx xxe Trust each agree that the name "Wells Fargo," which comprises a xxxxonent of the Trust's name, is a property right of the parent of the Adviser. The Trust agrees and consents that: (i) it will use the words "Wells Fargo" as a component of xxx xorporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party the right to use the name "Wells Fargo" for any purpose; (xxx) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the words "Wells Fargo," or any combinatiox xx abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not advised by the Adviser or one of its affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no longer acting as investment adviser to any Fund, the Trust shall, upon request by the Adviser, promptly take such action as may be necessary to change its corporate name to one not containing the words "Wells Fargo" and following such xxxxge, shall not use the words "Wells Fargo," or any combinatiox xxxreof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Adviser may request to effect the foregoing and to reconvey to the Adviser any and all rights to such words.
Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.
Liquidity and Capital Resources The Registration Statement, the Time of Sale Prospectus and the Prospectus fairly and accurately describe all material trends, demands, commitments, events, uncertainties and the potential effects thereof known to the Company, and that the Company believes would materially affect its liquidity and are reasonably likely to occur.
Group Life Insurance Plan Section 1 - Eligibility Regular full-time and regular part-time employees who are on staff January 1, 1979 or who join the staff following this date shall, upon completion of the three-month probationary period, become members of the Group Life Insurance Plan as a condition of employment.
Investment Canada The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act (Canada).
BANK OF AMERICA, N A., as Initial Note A-1-1 Holder, as Initial Note A-1-2 Holder, as Initial Note A-1-3 Holder and Initial Note A-1-4 Holder By: /s/ Sxxxxx X. Xxxxxx Name: Sxxxxx X. Xxxxxx Title: Managing Director Fashion Valley Mall - Agreement Between Note Holders JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Initial Note A-2-1 Holder, as Initial Note A-2-2 Holder, as Initial Note A-2-3 Holder and Initial Note A-2-4 Holder By: /s/ Jxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxx Title: Vice President Fashion Valley Mall - Agreement Between Note Holders BANK OF MONTREAL, as Initial Note A-3-1 Holder, as Initial Note A-3-2 Holder, as Initial Note A-3-3 Holder, as Initial Note A-3-4 Holder, as Initial Note A-3-5 Holder and as Initial Note A-3-6 Holder By: /s/ Mxxxxxx Xxxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxxx Title: Authorized Signatory Fashion Valley Mall - Agreement Between Note Holders BARCLAYS CAPITAL REAL ESTATE INC., as Initial Note A-4-1 Holder and Initial Note A-4-2 Holder By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Authorized Signatory Fashion Valley Mall - Agreement Between Note Holders EXHIBIT A MORTGAGE LOAN SCHEDULE Description of Mortgage Loan Mortgage Loan Borrower: Fashion Valley Mall, LLC Date of Mortgage Loan: May 25, 2023 Original Principal Amount of Mortgage Loan: $450,000,000 Principal Amount of Mortgage Loan as of the date hereof: $450,000,000 Date of All Promissory Notes: May 25, 2023 Promissory Note A-1-1 Principal Balance: $60,000,000.00 Promissory Note A-1-2 Principal Balance: $45,000,000.00 Promissory Note A-1-3 Principal Balance: $25,000,000.00 Promissory Note A-1-4 Principal Balance: $20,000,000.00 Promissory Note A-2-1 Principal Balance: $35,000,000.00 Promissory Note A-2-2 Principal Balance: $30,000,000.00 Promissory Note A-2-3 Principal Balance: $25,000,000.00 Promissory Note A-2-4 Principal Balance: $10,000,000.00 Promissory Note A-3-1 Principal Balance: $22,500,000.00 Promissory Note A-3-2 Principal Balance: $20,000,000.00 Promissory Note A-3-3 Principal Balance: $17,500,000.00 Promissory Note A-3-4 Principal Balance: $15,000,000.00 Promissory Note A-3-5 Principal Balance: $12,500,000.00 Promissory Note A-3-6 Principal Balance: $12,500,000.00 Promissory Note A-4-1 Principal Balance: $50,000,000.00 Promissory Note A-4-2 Principal Balance: $50,000,000.00 Location of Mortgaged Property: 7000 Xxxxxx Xxxx, Xxx Xxxxx, XX 00000 Maturity Date: June 1, 2023 EXHIBIT B
Deutsche Bank Luxembourg S A. as Registrar and a Transfer Agent White & Case LLP 0 Xxx Xxxxx Xxxxxx Xxxxxx XX0X 0XX TABLE OF CONTENTS Page