CRÉDIT AGRICOLE CORPORATE AND. INVESTMENT BANK, a French société anonyme having its registered office located at 00, Xxxxx xxx Xxxxx-Xxxx, XX 00000, 00000 Montrouge Cedex, France registered under number Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre, France, BNP PARIBAS FORTIS S.A./N.V., a company incorporated in Belgium and acting through its office at 0, Xxxxxxxx xx Xxxx, 0XX0X, 0000 Xxxxxxxx, Xxxxxxx, HSBC BANK PLC, of Level 2, 0 Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx, KFW IPEX-BANK GMBH, of Xxxxxxxxxxxxxxxxxx, 0-0 00000, Xxxxxxxxx, XXXXX XXXXXXXX E PRESTITI S.P.A., of Via Goito, 4 – 00185, Rome, Italy, BANCO SANTANDER, S.A. of Ciudad Financiera, Avda. Cantabria s/n., Edificio Marisma, 2nd floor, 00000 Xxxxxxxx xxx Xxxxx, Xxxxxx, Xxxxx, and SOCIÉTÉ GÉNÉRALE, a French société anonyme having its registered office located at 00 Xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx under number Siren 552 120 222 at the Registre du Commerce et des Xxxxxxxx xx Xxxxx, Xxxxxx, as joint mandated lead arrangers (the "Mandated Lead Arrangers")

CRÉDIT AGRICOLE CORPORATE AND. INVESTMENT BANK, a French société anonyme having its registered office located at 00, Xxxxx xxx Xxxxx-Xxxx, XX 00000, 00000 Xxxxxxxxx Xxxxx, Xxxxxx registered under number Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre, France, SOCIÉTÉ GÉNÉRALE a French société anonyme having its registered office located at 00 Xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx under number Siren 552 120 222 at the Registre du Commerce et des Sociétés of Paris, France, HSBC BANK PLC of Xxxxx 0, 0 Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxx, 0-0 00000, Xxxxxxxxx, as mandated lead arrangers (the "Mandated Lead Arrangers")

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Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").
CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.
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.
Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.
LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):
BNP PARIBAS S A., as facility agent (the "Facility Agent")
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
INVESTMENT MANAGERS Third party investment managers that manage and direct the investment activities of Investment Funds or are retained to manage and invest a designated portion of the assets of the Master Fund.
Managing Director Operations Department;

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