Wachovia Bank, N A., a national banking association and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor trustee at the time serving as successor trustee hereunder, appointed as herein provided.
Deutsche Bank Trust Company Americas shall indemnify the Seller, each Affiliate of the Seller and each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Name of the Company The name of the company to be stated in the Certificate and the limited liability company governed by this Agreement shall be "New-U Pictures Development LLC".
PNC Bank, National Association PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.
Wachovia Wachovia Mortgage Corporation, a North Carolina corporation, and its successors and assigns.
JPMORGAN CHASE BANK, N A, whose principal place of business in England is at 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX (the “Custodian”); and
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.
WILMINGTON TRUST COMPANY not in its individual capacity but solely as owner trustee under the trust agreement to be dated as of November 29, 2000 By:___________________________ Name: Title: Dated: November 29, 2000 EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
PARIBAS By: ---------------------------------- Title: By: ---------------------------------- Title: As to Amendment (other than Section 2(b) and Section 5): BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH By:/s/Herexxxx Xxxxxxxx ---------------------------------- Title: Senior Vice President By:/s/Herexxxx Xxxxxxxx ---------------------------------- Title: Vice President As to Section 2(b) of Amendment: BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH By:/s/Herexxxx Xxxxxxxx ---------------------------------- Title: Senior Vice President By:/s/Herexxxx Xxxxxxxx ---------------------------------- Title: Vice President As to Section 5 of Amendment: BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH By:/s/Herexxxx Xxxxxxxx ---------------------------------- Title: Senior Vice President By:/s/Herexxxx Xxxxxxxx ---------------------------------- Title: Vice President As to Amendment (other than Section 2(b) and Section 5): CIBC INC. By:/s/Haroxx Xxxx ---------------------------------- Title: Executive Director CIBC Work Markets Corp. As Agent As to Section 2(b) of Amendment: CIBC INC. By:/s/Haroxx Xxxx ---------------------------------- Title: Executive Director CIBC Work Markets Corp. As Agent As to Section 5 of Amendment: CIBC INC. By:/s/Haroxx Xxxx ---------------------------------- Title: Executive Director CIBC Work Markets Corp. As Agent As to Amendment (other than Section 2(b) and Section 5): CITICORP USA, INC. By:/s/Waltxx X. Xxxxxx ---------------------------------- Title: Managing Director As to Section 2(b) of Amendment: CITICORP USA, INC. By:/s/Waltxx X. Xxxxxx ---------------------------------- Title: Managing Director As to Section 5 of Amendment: CITICORP USA, INC. By:/s/Waltxx X. Xxxxxx ---------------------------------- Title: Managing Director As to Amendment (other than Section 2(b) and Section 5): FUJI BANK, LIMITED By:/s/Fuji Bank, Limited ---------------------------------- Title: As to Section 2(b) of Amendment: FUJI BANK, LIMITED By:/s/Fuji Bank, Limited ---------------------------------- Title: As to Section 5 of Amendment: FUJI BANK, LIMITED By:/s/Fuji Bank, Limited ---------------------------------- Title: As to Amendment (other than Section 2(b) and Section 5): GENERAL ELECTRIC CAPITAL CORPORATION By:/s/Karl Xxxxxxx ---------------------------------- Title: Duly Authorized Signatory 21 As to Section 2(b) of Amendment: GENERAL ELECTRIC CAPITAL CORPORATION By:/s/Karl Xxxxxxx ---------------------------------- Title: Duly Authorized Signatory As to Section 5 of Amendment: GENERAL ELECTRIC CAPITAL CORPORATION By:/s/Karl Xxxxxxx ---------------------------------- Title: Duly Authorized Signatory As to Amendment (other than Section 2(b) and Section 5): THE MITSUBISHI TRUST AND BANKING CORPORATION By:/s/Scotx X. Xxxxx ---------------------------------- Title: Senior Vice President As to Section 2(b) of Amendment: THE MITSUBISHI TRUST AND BANKING CORPORATION By:/s/Scotx X. Xxxxx ---------------------------------- Title: Senior Vice President As to Section 5 of Amendment: THE MITSUBISHI TRUST AND BANKING CORPORATION By:/s/Scotx X. Xxxxx ---------------------------------- Title:
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 Xxxxx Fargo Bank, N.A., as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC (“VL Funding”), 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 VL Funding 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 VL Funding, the VL Funding Eligible Lender Trustee, 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, the VL Funding Eligible Lender Trustee for the benefit of VL Funding 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, VL FUNDING ACKNOWLEDGES THAT VL FUNDING 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 VL FUNDING OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL XXXX OF SALE.
