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.
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.
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
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.
Investment Management Fee For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month. If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii). If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers and reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered. To the extent that waivers and reimbursements by the Advisor required by such limitations are in excess of the Advisor's management fee, the Investment Management Fee paid to the Sub-Advisor will be reduced to zero for that month, but in no event shall the Sub-Advisor be required to reimburse the Advisor for all or a portion of such excess reimbursements.
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.
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.
Asset Management Fees (i) Except as provided in Section 8.03(ii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any period shall be deferred without interest and may be paid in such other fiscal period as the Advisor shall determine.
Investment Management Services (a) The Manager shall manage the Fund’s assets subject to and in accordance with the investment objectives and policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment securities shall be exercised. The Manager shall render or cause to be rendered regular reports to the Trust, at regular meetings of its Board of Trustees and at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the decisions made with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, (ii) the reasons for such decisions and (iii) the extent to which those decisions have been implemented.
Agent as Bank In its individual capacity, BKB shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes and as the purchaser of any Letter of Credit Participations, as it would have were it not also the Agent.
