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.
JPMORGAN CHASE BANK, N A, whose principal place of business in England is at 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX (the “Custodian”); and
Fortis Benefits represents that it believes, in good faith, that the Separate Account is a “segregated asset account” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Fortis Benefits will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
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
Financial Services The aim of cooperation shall be to achieve closer common rules and standards in areas including the following:
Investment Banking Services Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.
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.
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
Xxxxx Fargo Bank, N A., not in its individual capacity but solely as Interim Eligible Lender Trustee By: _______________________________ Name: Title: ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] [ ] BLANKET ENDORSEMENT DATED [ ], 2015 Navient Credit Finance Corporation (“Navient CFC”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Xxxx of Sale executed by Navient CFC in favor of Xxxxx Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding. This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among Navient CFC, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”). This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Navient CFC agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, NAVIENT CFC ACKNOWLEDGES THAT NAVIENT CFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO NAVIENT CFC OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY NAVIENT CFC AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL XXXX OF SALE.
DEUTSCHE TRUSTEE COMPANY LIMITED, as trustee (the “Trustee”);