WITNESS WITNESS signed - - signed - (Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
IN WITNESS OF WHICH the Parties have duly executed this Agreement on the dates set forth below, with an effective date of June 24, 2016. GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation GRAN TIERRA ENERGY INC., a Nevada corporation By: /s/ Gxxx X. Xxxxxx By: /s/ Gxxx X. Xxxxxx Name: Gxxx Xxxxxx Title: President & CEO Name: Gxxx Xxxxxx Title: President & CEO Date: June 24, 2016 Date: June 24, 2016 EXECUTIVE By: /s/ Sxxxx Xxxxxxxx SXXXX XXXXXXXX Date: June 24, 2016 SIGNED, SEALED & DELIVERED In the presence of:/s/ Jxx Xxxxx Witness Jxx Xxxxx Print Name
Witness Services At all times from and after the Separation Time, each of Air Products and Versum shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 7.4 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.
AS WITNESS For: ESKOM HOLDINGS SOC LTD [No lower than an E-Band Manager to sign] (Name of witness in print) Duly authorised
WITNESS s/ Gxxxx Xxxxxx -------------------------- GXXXX XXXXXX
Production of Witnesses At all times from and after the Distribution Date, upon reasonable request:
Production of Witnesses; Records; Cooperation (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
IN WITNESS OF the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. CS FUNDING II DEPOSITOR LLC, as Depositor By: Name: Title: WILMINGTON TRUST COMPANY, as Owner Trustee By: Name: Title: Agreed and Acknowledged: CAPITALSOURCE FINANCE, LLC By: Name: Title: Trust Agreement EXHIBIT A TO THE AMENDED AND RESTATED TRUST AGREEMENT FORM OF TRUST CERTIFICATE THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS TRUST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL “ACCREDITED INVESTOR”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“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A “PLAN” WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH TRUST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. THE TRANSFEREE OF THIS CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE’S STATUS AS A U.S. PERSON UNDER U.S. FEDERAL TAX LAW. THE OWNER TRUSTEE SHALL NOT EXECUTE, AND SHALL NOT COUNTERSIGN AND DELIVER, A TRUST CERTIFICATE IN CONNECTION WITH ANY TRANSFER OF THIS TRUST CERTIFICATE UNLESS THE TRANSFEROR SHALL HAVE PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE, SIGNED BY THE TRANSFEREE, WHICH CERTIFICATE SHALL CONTAIN THE CONSENT OF THE TRANSFEREE TO ANY AMENDMENTS OF THE TRUST AGREEMENT AS MAY BE REQUIRED TO EFFECTUATE FURTHER THE RESTRICTIONS ON TRANSFER OF THE TRUST CERTIFICATES TO NON-PERMITTED FOREIGN HOLDERS, AND AN AGREEMENT BY THE TRANSFEREE THAT IT WILL NOT TRANSFER THIS TRUST CERTIFICATE WITHOUT PROVIDING TO THE OWNER TRUSTEE A SUBSTANTIALLY IDENTICAL CERTIFICATE, SIGNED BY THE PROSPECTIVE OWNER TO WHOM THIS TRUST CERTIFICATE IS TO BE TRANSFERRED. TRUST CERTIFICATE No. THIS CERTIFIES THAT [ ] (the “Owner”) is the registered owner of the Percentage Interest from time to time applicable to this Certificate pursuant to the terms of the Amended and Restated Trust Agreement referred to below or such other Percentage Interest as shall be set forth from time to time in Schedule 1 hereto in CapitalSource Funding II Trust (the “Trust”) existing under the laws of the State of Delaware and created pursuant to the Amended and Restated Trust Agreement dated as of September 17, 2003 (the “Trust Agreement”) between CS Funding II Depositor LLC. as Depositor and Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Trust Agreement (the “Owner Trustee”). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Trust Certificate by one of its duly authorized signatories as set forth below. This Trust Certificate is one of the Trust Certificates referred to in the Trust Agreement and is issued under and is subject to the terms, provisions and conditions of the Trust Agreement to which the holder of this Trust Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made to the Trust Agreement and the Sale and Servicing Agreement for the rights of the holder of this Trust Certificate, as well as for the terms and conditions of the Trust created by the Trust Agreement.
INDEMNIFICATION FOR EXPENSES OF A WITNESS Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.