Northwestern Mutual Variable Life Account II Sample Contracts
AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS COMPANY LLC and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANYParticipation Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 1st day of May, 2025 by and among THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, (hereinafter the “Company”), a Wisconsin mutual insurance corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS COMPANY LLC (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).
FUND PARTICIPATION AGREEMENT The Northwestern Mutual Life Insurance Company Columbia Funds Variable Insurance Trust Columbia Funds Variable Series Trust II Columbia Management Investment Advisers, LLC and Columbia Management Investment Distributors,...Fund Participation Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • Massachusetts
THIS AGREEMENT, made and entered into as of this 1st day of May, 2025, by and among THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (the “Company”), a Wisconsin life insurance company, on its own behalf and on behalf of its separate accounts (the “Accounts”); COLUMBIA FUNDS VARIABLE INSURANCE TRUST and COLUMBIA FUNDS VARIABLE SERIES TRUST II, both open-end management investment companies organized under the laws of the Commonwealth of Massachusetts (each a “Fund”); COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (the “Adviser”), a Minnesota limited liability company; and COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. (the “Distributor”), a Delaware corporation.
FUND PARTICIPATION AND SERVICE AGREEMENTFund Participation and Service Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • New York
The Northwestern Mutual Life Insurance Company (“Insurance Company”), for itself and on behalf of one or more separate accounts of the Insurance Company (“Separate Accounts”), Capital Client Group, Inc. (“CCG”), American Funds Service Company (“Transfer Agent”), Capital Research and Management Company (“CRMC”), and the American Funds Insurance Series (the “Series”), an open-end investment company for which CCG, CRMC and Transfer Agent provide services and which is divided into funds (hereinafter collectively called the “Funds” and, individually, a “Fund”), for good and valuable consideration, hereby agree on this 1st day of May, 2025, that Class 1A shares of the Funds (“Class 1A, Shares” together , the “shares”) shall be made available to serve as underlying investment media for certain variable annuity contracts and variable life insurance policies (hereinafter called “Contract(s)”; holders of such Contracts hereinafter called “Contractholder(s)”) to be offered by the Insurance Compan
FUND PARTICIPATION AGREEMENTFund Participation Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II
THIS AGREEMENT is effective as of the 1st day of May, 2025 (the “Effective Date”), by and among each of BLACKROCK VARIABLE SERIES FUNDS, INC. AND BLACKROCK VARIABLE SERIES FUNDS II, Inc., each an open-end management investment company (each, the “Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL” or the “Underwriter”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and The Northwestern Mutual Life Insurance Company, a life insurance company organized under the laws of the state of Wisconsin (the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”).
Exhibit (h)(e) FUND PARTICIPATION AGREEMENTFund Participation Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II • New York
THIS AGREEMENT, made as of the 30th day of April, 2007, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), NEUBERGER BERMAN MANAGEMENT INC. (“NB MANAGEMENT”), a New York corporation, and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (“LIFE COMPANY”), a life insurance company organized under the laws of the State of Wisconsin.
PARTICIPATION AGREEMENTParticipation Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • Massachusetts
THIS AGREEMENT is made and entered into this 1st day of May, 2025 between The Northwestern Mutual Life Insurance Company (the “Company”), a Wisconsin life insurance company, on behalf of itself and its variable annuity insurance separate accounts set forth on Schedule A hereto as may be amended from time to time (each an “Account;” collectively, the “Accounts”), Northwestern Mutual Investment Services, LLC (“Contract Distributor”), JOHN HANCOCK VARIABLE INSURANCE TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), and JOHN HANCOCK DISTRIBUTORS, LLC, a limited liability company organized under the laws of Delaware (the “Distributor”, and together with the Company and the Trust, “Parties”, and each individually, a “Party”).
AMENDMENT NO. 3 TO PARTICIPATION AGREEMENTParticipation Agreement • April 25th, 2013 • Northwestern Mutual Variable Life Account II
This Amendment No. 3 (the “Amendment”) is made this 29th day of August, 2007 to the Participation Agreement (the “Agreement”), dated March 16, 1999, as amended by Amendment No. 1, dated August 7, 2000, and by Amendment No. 2, dated October 13th, 2006, by and among The Northwestern Mutual Life Insurance Company (the “Company”), Russell Investment Funds, formerly known as Russell Insurance Funds (the “Investment Company”), and Russell Fund Distributors, Inc. (the “Underwriter”).
Exhibit (c) DISTRIBUTION AGREEMENT Between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY And NORTHWESTERN MUTUAL INVESTMENT SERVICES, LLC May 1, 2006Distribution Agreement • July 28th, 2006 • Northwestern Mutual Variable Life Account II • Wisconsin
This Distribution Agreement (“Agreement”) is made this [Insert day]day of [Insert month], 2006, by and between The Northwestern Mutual Life Insurance Company, a Wisconsin corporation (the “Company”), on its own behalf and on behalf of each separate account identified in Schedule A (referred to individually as the “Separate Account” and collectively as the “Separate Accounts”), and Northwestern Mutual Investment Services, LLC (“NMIS”), a Wisconsin limited liability company wholly owned by the Company.
Exhibit (h)(c)(2) ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II
Exhibit (j)(e) RULE 22c-2 SHAREHOLDER INFORMATION ACCESS AGREEMENT (NEUBERGER BERMAN FAMILY OF FUNDS)Shareholder Information Access Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II • New York
This Agreement is effective as of October 16, 2007, (the “Effective Date”) by and between Neuberger Berman Management Inc. (“NBMI”) and The Northwestern Mutual Life Insurance Company on behalf of each of its separate accounts (“Intermediary”).
Exhibit (j)(a) RUSSELL INVESTMENT MANAGEMENT COMPANY SHAREHOLDER INFORMATION AGREEMENT REGARDING COMPLIANCE WITH RULE 22C-2 UNDER THE INVESTMENT COMPANY ACT OF 1940Shareholder Information Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II • Wisconsin
SHAREHOLDER INFORMATION AGREEMENT entered into as of April 13, 2007, by and between Russell Investment Management Company (the “Transfer Agent”), a Washington corporation, on behalf of Russell Investment Funds (the “Fund”), and The Northwestern Mutual Life Insurance Company (the “Company”), a life insurance company organized under the laws of the State of Wisconsin, on behalf of its separate accounts listed in Schedule A hereto as may he amended from time to time, with an effective date of October 16, 2007.
Exhibit (j)(b) AMENDMENT NO. 1 TO SHAREHOLDER INFORMATION AGREEMENTShareholder Information Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II
This Amendment (the “Amendment”) is made this 30th day of October, 2008 to the Shareholder Information Agreement (the “Agreement”), dated April 13, 2007, by and between The Northwestern Mutual Life Insurance Company (the “Company”) and Russell Fund Services Company, on behalf of Russell Investment Funds (the “Fund”).
Exhibit (j)(c) FIDELITY DISTRIBUTORS CORPORATION CONTRACT OWNER INFORMATION AGREEMENT REGARDING COMPLIANCE WITH RULE 22C-2 UNDER THE INVESTMENT COMPANY ACT OF 1940Contract Owner Information Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II
CONTRACT OWNER INFORMATION AGREEMENT entered into as of April 13, 2007, by and between Fidelity Distributors Corporation a Massachusetts corporation, on behalf of Fidelity® Variable Insurance Products Funds, (the “Underwriter”), and The Northwestern Mutual Life Insurance Company (the “Company”), a life insurance company organized under the laws of the State of Wisconsin, with an effective date of October 16, 2007.
Exhibit (j)(d) NORTHWESTERN MUTUAL SERIES FUND, INC SHAREHOLDER INFORMATION AGREEMENT PURSUANT TO RULE 22C-2 UNDER THE INVESTMENT COMPANY ACT OF 1940Shareholder Information Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II • Wisconsin
SHAREHOLDER INFORMATION AGREEMENT entered into as of April 16, 2007, by and between Northwestern Mutual Series Fund, Inc. (the “Fund”), and The Northwestern Mutual Life Insurance Company (the “Company”), a life insurance company organized under the laws of the State of Wisconsin, on behalf of its separate accounts listed in Schedule A hereto as may be amended from time to time, with an effective date of October 16, 2007.
Amendment to Participation AgreementParticipation Agreement • August 30th, 2019 • Northwestern Mutual Variable Life Account II
This AMENDMENT is entered into as of September 27, 2013, by and between Credit Suisse Trust (“TRUST”), a business trust organized under the laws of The Commonwealth of Massachusetts, Credit Suisse Asset Management, LLC (“ADVISER”), a limited liability company organized under the laws of the State of Delaware, Credit Suisse Securities (USA) LLC (“DISTRIBUTOR”), a limited liability company organized under the laws of the State of Delaware, and THE NORTHWESTERN MUTUAL LIFE INSURANCE LIFE COMPANY (“LIFE COMPANY”), a life insurance company organized under the laws of the State of Wisconsin.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • Massachusetts
The Northwestern Mutual Life Insurance Company (the “Insurer”) and John Hancock Variable Trust Advisers LLC (“JHVTA” or the “Adviser”) (collectively, the “Parties”), mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”), effective the 1st of May, 2025.
The Northwestern Mutual Life Insurance CompanyAdministrative Services Agreement • August 30th, 2019 • Northwestern Mutual Variable Life Account II
Exhibit (h)1(a)(2) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENTParticipation Agreement • July 28th, 2006 • Northwestern Mutual Variable Life Account II
This Amendment No. 1 (this “Amendment”) is made this 7th day of August, 2000 to the Participation Agreement (the “Agreement”), dated March 16, 1999, by and among The Northwestern Mutual Life Insurance Company (the “Company”), Russell Insurance Funds (the “Investment Company”), and Russell Fund Distributors, Inc. (the “Underwriter”).
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENTParticipation Agreement • December 13th, 2006 • Northwestern Mutual Variable Life Account II
This Amendment No. 2 (the “Amendment”) is made this 13th day of October, 2006 to the Participation Agreement (the “Agreement”), dated March 16, 1999, as amended by Amendment No. 1, dated August 7, 2000, by and among The Northwestern Mutual Life Insurance Company (the “Company”), Russell Investment Funds, formerly known as “Russell Insurance Funds,” (the “Investment Company”), and Russell Fund Distributors, Inc. (the “Underwriter”).
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Milwaukee, Wisconsin and SWISS RE LIFE & HEALTH AMERICA INC. Jefferson City, Missouri (“Reinsurer”)Reinsurance Agreement • August 30th, 2019 • Northwestern Mutual Variable Life Account II • Wisconsin
This Agreement is effective for applications signed on or after November 13, 2015 by and between The Northwestern Mutual Life Insurance Company, Milwaukee, Wisconsin (“NML”) and Swiss Re Life & Health America Inc., Jefferson City, Missouri (“Reinsurer”).
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICYLife Insurance Policy • August 30th, 2019 • Northwestern Mutual Variable Life Account II
Right To Return Policy. Please read this Policy carefully. The Policy may be returned by the Owner for any reason within ten days after it was received. If this Policy is a replacement (as indicated on the application attached to this Policy), the Policy may be returned by the Owner for any reason within thirty days after it was received. The Policy may be returned to the Northwestern Mutual agent who sold it to you or to the Company at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (“Home Office”), 414-271-1444. If returned, the Policy will be considered void from the beginning. The Company will refund the sum of (a) the Contract Fund Value on the date the returned Policy is received at the Home Office plus (b) any Premium Expense Charge, Monthly Policy Charge and service charges deducted under this Policy.
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENTParticipation Agreement • February 14th, 2025 • Northwestern Mutual Variable Life Account II
The Northwestern Mutual Life Insurance Company (the “Company”), Russell Investment Funds (the “Investment Company”), and Russell Investments Financial Services, LLC (f/k/a Russell Fund Distributors, Inc.) (the “Underwriter”), entered into a participation agreement dated March 16, 1999, as amended by superseding, previous Amendment No. 1, dated December 17, 2020 (together, the “Participation Agreement”). This Amendment No. 2 (the “Amendment”) to the Participation Agreement is entered into as of July 24, 2024, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Investment Company and the Underwriter (collectively, the “Parties”).
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • Massachusetts
This Amended and Restated Service Agreement (“Agreement”) is entered into effective as of the 1st day of May, 2025, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC (“FIIOC”) and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (“Company”). This Agreement hereby amends and restates in its entirety the Service Agreement between Company and FIIOC dated May 1, 2003, as amended.
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Milwaukee, Wisconsin and GENERAL RE LIFE CORPORATION Stamford, ConnecticutReinsurance Agreement • August 30th, 2019 • Northwestern Mutual Variable Life Account II • Wisconsin
This Agreement by and between The Northwestern Mutual Life Insurance Company, Milwaukee, Wisconsin (“NML”) and General Re Life Corporation, Stamford, Connecticut (“Reinsurer”) is effective for applications signed on or after March 31, 2013.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 14th, 2025 • Northwestern Mutual Variable Life Account II
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made this 24 day of April, 2024 and effective on or around May 1, 2024, the specific date to be confirmed by the parties at a subsequent date (the “Effective Date”), by and between (I) Credit Suisse Securities (USA) LLC, a Delaware limited liability company (“Current Distributor”) and UBS Asset Management (US) Inc. a Delaware corporation (“New Distributor”) with respect to the second through fifth agreements enumerated on Exhibit A hereto and (2) (a) Current Distributor and New Distributor and (b) Credit Suisse Asset Management, LLC, a Delaware limited liability company (“Current Advisor/Administrator”) and UBS Asset Management (Americas) LLC, a Delaware limited liability company (“New Advisor/Administrator”) with respect to the first agreement enumerated on Exhibit A hereto.
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICYLife Insurance Policy • March 8th, 2019 • Northwestern Mutual Variable Life Account II
Right To Return Policy. Please read this Policy carefully. The Policy may be returned by the Owner for any reason within ten days after it was received. If this Policy is a replacement (as indicated on the application attached to this Policy), the Policy may be returned by the Owner for any reason within thirty days after it was received. The Policy may be returned to the Northwestern Mutual agent who sold it to you or to the Company at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (“Home Office”), 414-271-1444. If returned, the Policy will be considered void from the beginning. The Company will refund the sum of (a) the Contract Fund Value on the date the returned Policy is received at the Home Office plus (b) any Premium Expense Charge, Monthly Policy Charge and service charges deducted under this Policy.
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENTParticipation Agreement • February 14th, 2025 • Northwestern Mutual Variable Life Account II
The Northwestern Mutual Life Insurance Company (the “Life Company”), Neuberger Berman Advisers Management Trust (the “Trust”), and Neuberger Berman BD LLC (“NBBD”), formerly Neuberger Berman Management, Inc. (“NB Management”), entered into a participation agreement dated April 30, 2007, as amended by superseding, previous Amendment No. 1, dated January 4, 2021 (together, the “Participation Agreement”). This Amendment No. 2 (the “Amendment”) to the Participation Agreement is entered into as of July 24, 2024, by and among the Life Company, on its own behalf and on behalf of each separate account of the Life Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Trust and NBBD (collectively, the “Parties”).
Exhibit (g) SAMPLE SUBSTANDARD POOL REINSURANCE AGREEMENT Effective Between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Milwaukee, Wisconsin and REINSURANCE COMPANY City, StateReinsurance Agreement • April 26th, 2012 • Northwestern Mutual Variable Life Account II • Wisconsin
This Agreement of yearly renewable term reinsurance is effective by and between The Northwestern Mutual Life Insurance Company, Milwaukee, Wisconsin (“NML”) and Reinsurance Company (“Pool Reinsurer”). As between NML and Pool Reinsurer, this Agreement is referred to as the “Agreement.”
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENTParticipation Agreement • December 13th, 2006 • Northwestern Mutual Variable Life Account II
This Amendment No. 1 (the “Amendment”) is made this 18th day of October, 2006 to the Participation Agreement (the “Agreement”), dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company (the “Company”), Fidelity Distributors Corporation (the “Underwriter”), and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III (each referred to hereinafter as the “Fund”).
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Milwaukee, Wisconsin and SWISS RE LIFE & HEALTH AMERICA INC. Hartford, Connecticut (“Reinsurer or “Pool Reinsurer”)Reinsurance Agreement • August 30th, 2019 • Northwestern Mutual Variable Life Account II • Wisconsin
This Agreement is effective for applications signed on or after March 31, 2013 by and between The Northwestern Mutual Life Insurance Company, Milwaukee, Wisconsin (“NML”) and Swiss Re Life & Health America Inc., Hartford, Connecticut (“Reinsurer”).
BUSINESS AGREEMENTBusiness Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II
This Agreement is entered into as of the 1st day of May, 2025 (the “Effective Date”) by and among The Northwestern Mutual Life Insurance Company (“Insurance Company”), a life insurance company organized under the laws of the State of Wisconsin (on behalf of itself and certain of its separate accounts); Northwestern Mutual Investment Services, LLC (the “Distributor”), a corporation organized under the laws of the State of Wisconsin; Capital Client Group, Inc. (“CCG”), a corporation organized under the laws of the State of California; and Capital Research and Management Company (“CRMC”), a corporation organized under the laws of the State of Delaware.
The Northwestern Mutual Life Insurance CompanyLife Insurance Policy • September 17th, 2019 • Northwestern Mutual Variable Life Account II
Right To Return Policy. Please read this Policy carefully. The Policy may be returned by the Owner for any reason within ten days after it was received. If this Policy is a replacement (as indicated on the application attached to this Policy), the Policy may be returned by the Owner for any reason within sixty days after it was received. The Policy may be returned to the Northwestern Mutual agent who sold it to you or to the Company at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (“Home Office”), 414-271-1444. If returned, the Policy will be considered void from the beginning. The Company will refund the sum of (a) the Contract Fund Value on the date the returned Policy is received at the Home Office plus (b) any Premium Expense Charge, Monthly Policy Charge and service charges deducted under this Policy.
VARIABLE PORTFOLIO ADMINISTRATIVE SERVICES AGREEMENTVariable Portfolio Administrative Services Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II • Massachusetts
THIS SERVICES AGREEMENT (Agreement) is made and entered into as of May 1, 2025 (Effective Date), by and between The Northwestern Mutual Life Insurance Company (Company) and Columbia Management Investment Services Corp. (Transfer Agent).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 30th, 2019 • Northwestern Mutual Variable Life Account II
This letter is an Administrative Services Agreement (“Agreement”) between RIMCo and the Company, effective as of April 30, 2007. The Company is a life insurance company that acts as the sponsor for variable annuity and/or variable life insurance contracts issued by the Company.
AMENDMENT TO PARTICIPATION AGREEMENT Regarding FUND SHAREHOLDER REPORTS AND OTHER REQUIRED MATERIALSParticipation Agreement • May 1st, 2025 • Northwestern Mutual Variable Life Account II
The Northwestern Mutual Life Insurance Company (hereinafter the “Company”), a Wisconsin mutual insurance corporation, each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”)., and FIDELITY DISTRIBUTORS COMPANY LLC (hereinafter the “Underwriter” or “FDC”), a Massachusetts corporation , entered into a certain participation agreement dated May 1, 2025 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of May 1, 2025, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A to the Participation Agreement, as may be amended from time to time (individually and collectively the “Acc