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.
KFW IPEX BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as CIRR agent (the CIRR Agent).
Documentation Agent 45 SECTION 10. MISCELLANEOUS................................................................................ 45
Citibank and Affiliates With respect to its Commitment, the Advances made by it and the Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Citibank were not the Agent and without any duty to account therefor to the Lenders.
Egypt HSBC Bank Egypt S A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Estonia AS Hansabank Finland Skandinaviska Enskilda Bankken AB, Sweden (operating through its Helsinki branch) France Deutsche Bank AG, Netherlands (operating through its Paris branch) Germany Deutsche Bank AG Ghana Barclays Bank of Ghana Limited Greece National Bank of Greece S.A. Guinea-Bissau via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Hong Kong Standard Chartered Bank (Hong Kong) Limited Hungary UniCredit Bank Hungary Zrt. Iceland Kaupthing Bank hf. India Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited Indonesia Deutsche Bank AG Ireland Bank of Ireland Israel Bank Hapoalim B.M. Italy Deutsche Bank S.p.A. Ivory Coast Societe Generale de Banques en Cote d’Ivoire Jamaica Bank of Nova Scotia Jamaica Limited Japan Mizuho Corporate Bank Ltd. Sumitomo Mitsui Banking Corporation Jordan HSBC Bank Middle East Limited (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Kazakhstan SB HSBC Bank Kazakhstan JSC (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Kenya Barclays Bank of Kenya Limited Republic of Korea Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited Kuwait HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Latvia A/s Hansabanka Lebanon HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Lithuania SEB Vilniaus Bankas AB Malaysia Standard Chartered Bank Malaysia Berhad Mali via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Malta The Hongkong and Shanghai Banking Corporation Limited Mauritius The Hongkong and Shanghai Banking Corporation Limited Mexico Banco Nacional de Mexico S.A. Morocco Attijariwafa bank Namibia Standard Bank Namibia Limited Netherlands Deutsche Bank AG New Zealand The Hongkong and Shanghai Banking Corporation Limited Niger via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Nigeria IBTC Chartered Bank Plc. Norway Skandinaviska Enskilda Bankken AB, Sweden (operating through its Oslo branch) Oman HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Pakistan Deutsche Bank AG Palestine HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Panama HSBC Bank (Panama) S.A. Peru Citibank del Peru, S.A. Philippines Standard Chartered Bank Poland Bank Handlowy w Warszawie S.A. Portugal Banco Comercial Portugues S.A. Puerto Rico Citibank N.A. Qatar HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Romania ING Bank N.V. Russia ING Bank (Eurasia) ZAO, Moscow Saudi Arabia Saudi British Bank (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Senegal via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Serbia Unicredit Bank Serbia JSC Singapore DBS Bank Limited United Overseas Bank Limited Slovak Republic Ceskoslovenska Obchodni Banka, a.s., pobocka zahranicnej banky v SR Slovenia Unicredit Bank Slovenija d.d. South Africa Nedbank Limited Standard Bank of South Africa Limited Spain Deutsche Bank S.A.E. Sri Lanka The Hongkong and Shanghai Banking Corporation Limited Swaziland Standard Bank Swaziland Limited Sweden Skandinaviska Enskilda Xxxxxx XX Switzerland UBS AG Taiwan - R.O.C. Bank of Taiwan Thailand Standard Chartered Bank (Thai) Public Company Limited Togo via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast Trinidad & Tobago Republic Bank Limited Tunisia Banque Internationale Arabe de Tunisie Turkey Citibank, A.S. Uganda Barclays Bank of Uganda Limited Ukraine ING Bank Ukraine United Arab Emirates - Dubai Financial Market HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) United Arab Emirates - Dubai International Financial Center HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) United Kingdom State Street Bank and Trust Company, United Kingdom branch Uruguay Bank Itau Uruguay S.A. Venezuela Citibank, N.A. Vietnam The Hongkong and Shanghai Banking Corporation Limited Zambia Barclays Bank of Zambia Plc. Zimbabwe Barclays Bank of Zimbabwe Limited 12/31/07 Argentina Caja de Valores S.A. Australia Austraclear Limited Austria Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) Bahrain Clearing, Settlement, and Depository System of the Bahrain Stock Exchange Bangladesh Central Depository Bangladesh Limited Belgium Banque Nationale de Belgique Euroclear Belgium Benin Depositaire Central - Banque de Reglement Bermuda Bermuda Securities Depository Brazil Central de Custodia e de Liquidacao Financeira de Titulos Privados (CETIP) Companhia Brasileira de Liquidacao e Custodia Sistema Especial de Liquidacao e de Custodia (SELIC) Bulgaria Bulgarian National Bank Central Depository AD Burkina Faso Depositaire Central - Banque de Reglement Canada The Canadian Depository for Securities Limited Chile Deposito Central de Valores S.A. People’s Republic of China China Securities Depository and Clearing Corporation Limited, Shanghai Branch China Securities Depository and Clearing Corporation Limited Shenzhen Branch Colombia Deposito Central de Valores Deposito Centralizado de Valores de Colombia S..A. (DECEVAL) Costa Rica Central de Valores S.A. Croatia Sredisnja depozitarna agencija d.d. Cyprus Central Depository and Central Registry Czech Republic Czech National Bank Stredisko cennych papiru - Ceska republika Denmark Vaerdipapircentralen Dubai International Financial Center Central Securities Depository department of the Dubai International Financial Exchange Egypt Misr for Clearing, Settlement, and Depository S.A.E. Central Bank of Egypt Estonia AS Eesti Vaartpaberikeskus Finland Suomen Arvopaperikeskus Oy France Euroclear France Germany Clearstream Banking AG, Frankfurt Greece Apothetirion Titlon AE Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form Guinea-Bissau Depositaire Central - Banque de Reglement Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx Xxxx Xxxx Securities Clearing Company Limited Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Zrt. (KELER) Iceland Icelandic Securities Depository Limited India Central Depository Services (India) Limited National Securities Depository Limited Reserve Bank of India Indonesia Bank Indonesia PT Kustodian Sentral Efek Indonesia Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) Italy Monte Titoli S.p.A. Ivory Coast Depositaire Central - Banque de Reglement Jamaica Jamaica Central Securities Depository Japan Bank of Japan - Net System Japan Securities Depository Center (JASDEC) Incorporated Jordan Securities Depository Center Kazakhstan Central Securities Depository Kenya Central Depository and Settlement Corporation Limited Central Bank of Kenya Republic of Korea Korea Securities Depository Kuwait Kuwait Clearing Company Latvia Latvian Central Depository Lebanon Banque du Liban Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) X.X.X. Lithuania Central Securities Depository of Lithuania Malaysia Bank Negara Malaysia Bursa Malaysia Depository Sdn. Bhd. Mali Depositaire Central - Banque de Reglement Malta Central Securities Depository of the Malta Stock Exchange Mauritius Bank of Mauritius Central Depository and Settlement Co. Ltd. Mexico S.D. INDEVAL, S.A. de C.V. Morocco Maroclear Namibia Bank of Namibia Netherlands Euroclear Nederland New Zealand New Zealand Central Securities Depository Limited Niger Depositaire Central - Banque de Reglement Nigeria Central Securities Clearing System Limited Norway Verdipapirsentralen Oman Muscat Depository & Securities Registration Company, SAOC Pakistan Central Depository Company of Pakistan Limited State Bank of Pakistan Palestine Clearing, Depository and Settlement, a department of the Palestine Securities Exchange Panama Central Latinoamericana de Valores, S.A. (LatinClear) Peru Caja de Valores y Liquidaciones, Institucion de Compensacion y Liquidacion de Valores S.A Philippines Philippine Depository & Trust Corporation Registry of Scripless Securities (XXXX) of the Bureau of Treasury Poland Rejestr Papierow Wartosciowych Krajowy Depozyt Papierow Wartosciowych S.A. Portugal INTERBOLSA - Sociedade Gestora de Sistemas de Liquidacao e de Sistemas Centralizados de Valores Mobiliarios, S.A. Qatar Central Clearing and Registration (CCR), a department of the Doha Securities Market Romania S.C. Depozitarul Central S.A. National Bank of Romania Russia Vneshtorgbank, Bank for Foreign Trade of the Russian Federation National Depository Center Saudi Arabia Tadawul Central Securities Depository Senegal Depositaire Central - Banque de Reglement Serbia Central Registrar and Central Depository for Securities Singapore The Central Depository (Pte) Limited Monetary Authority of Singapore Slovak Republic Naodna banka slovenska Centralny depozitar cennych papierov SR, a.s. Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x. South Africa Strate Ltd. Spain IBERCLEAR Sri Lanka Central Depository System (Pvt) Limited Sweden Vardepapperscentralen VPC AB Switzerland SegaIntersettle AG (SIS) Taiwan - R.O.C. Taiwan Depository and Clearing Corporation Thailand Thailand Securities Depository Company Limited Togo Depositaire Central - Banque de Reglement Trinidad and Tobago Central Bank of Trinidad and Tobago Tunisia Societe Tunisienne Interprofessionelle pour la Compensation et de Depots des Valeurs Mobilieres (STICODEVAM) Turkey Central Bank of Turkey Central Registry Agency Uganda Bank of Uganda Ukraine Mizhregionalny Fondovy Souz National Bank of Ukraine United Arab Emirates Clearing and Depository System, a department of the Dubai Financial Market Dubai International Financial Exchange Ltd. central securities depository United Kingdom Euroclear UK & Ireland Limited Uruguay Banco Central del Uruguay Venezuela Banco Central de Venezuela Caja Venezolana de Valores Vietnam Vietnam Securities Depository Zambia Bank of Zambia XxXX Central Shares Depository Limited TRANSNATIONAL Euroclear Bank S.A./N.V. Clearstream Banking, S.A. 12/31/07 OPERATING GUIDELINES
Agreement to Act as Placement Agent (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:
(i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing.
(ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering.
(b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below).
(c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent.
(d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).
Investment Banking Services Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.
BANK OF AMERICA, N A., as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder and Initial Note A-1-5 Holder By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director UBS AG, NEW YORK BRANCH, as Initial Note A-2-1 Holder, Initial Note A-2-2 Holder, Initial Note A-2-3 Holder, Initial Note A-2-4 Holder, Initial Note A-2-5 Holder, Initial Note A-2-6 Holder, Initial Note A-2-7 Holder, Initial Note A-2-8 Holder, Initial Note A-2-9 Holder, Initial Note A-2-10 Holder and Initial Note A-2- 11 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director LMF COMMERCIAL, LLC, as Initial Note A-3-1 Holder, Initial Note A-3-2 Holder, Initial Note A-3-3 Holder, Initial Note A-3-4 Holder, Initial Note A-3-5 Holder, Initial Note A-3-6 Holder, Initial Note A-3-7 Holder and Initial Note A-3-8 Holder By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Auhorized Signatory Description of Mortgage Loan Mortgage Loan Borrowers: 11 WEST 42 REALTY INVESTORS, L.L.C. Date of Mortgage Loan: June 30, 2023 Date of All Promissory Notes: June 30, 2023 Original Principal Amount of Mortgage Loan: $274,000,000 Principal Amount of Mortgage Loan as of the date hereof: $274,000,000 Promissory Note A-1-1 Principal Balance: $30,000,000 Promissory Note A-1-2 Principal Balance: $25,000,000 Promissory Note A-1-3 Principal Balance: $15,000,000 Promissory Note A-1-4 Principal Balance: $11,333,334 Promissory Note A-1-5 Principal Balance: $10,000,000 Promissory Note A-2-1 Principal Balance: $6,333,333 Promissory Note A-2-2 Principal Balance: $20,000,000 Promissory Note A-2-3 Principal Balance: $10,000,000 Promissory Note A-2-4 Principal Balance: $10,000,000 Promissory Note A-2-5 Principal Balance: $10,000,000 Promissory Note A-2-6 Principal Balance: $10,000,000 Promissory Note A-2-7 Principal Balance: $5,000,000 Promissory Note A-2-8 Principal Balance: $5,000,000 Promissory Note A-2-9 Principal Balance: $5,000,000 Promissory Note A-2-10 Principal Balance: $5,000,000 Promissory Note A-2-11 Principal Balance: $5,000,000 Promissory Note A-3-1 Principal Balance: $25,000,000 Promissory Note A-3-2 Principal Balance: $23,000,000 Promissory Note A-3-3 Principal Balance: $10,000,000 Promissory Note A-3-4 Principal Balance: $12,000,000 Promissory Note A-3-5 Principal Balance: $5,000,000 Promissory Note A-3-6 Principal Balance: $5,000,000 Promissory Note A-3-7 Principal Balance: $5,666,667 Promissory Note A-3-8 Principal Balance: $5,666,666 Location of Mortgaged Property: 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 Maturity Date: July 6, 2028
Agency Cross Transactions From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an "Account") securities which the Advisor's investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client's consent. This is because in a situation where the Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor's part regarding the advisory client. The Securities and Exchange Commission has adopted a rule under the Investment Advisers Act of 1940, as amended, which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Advisor.
Issuing Bank Agreements Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount and currency of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.
