FIRST UNION NATIONAL definition

FIRST UNION NATIONAL. BANK ("First Union"), as liquidity agent (the "Liquidity Agent"); and

FIRST UNION NATIONAL. Bank [address line 1] [address line 2] Gentlemen: We refer to account number DDA 2090002593219 maintained with you, as well as all other accounts that may from time to time be maintained with you (including any of your branches, affiliates or subsidiaries) (all such accounts are herein referred to as the "Account") by Uniroyal Optoelectronics, LLC (the "Company") and into which moneys, instruments and other property are deposited from time to time. The Company has granted to EMCORE Corporation, as Assignee (the "Assignee") for its own benefit under, and as defined in, that certain Security Agreement, dated as of August ___, 2001, among the Company and the Assignee (as amended, modified or supplemented from time to time, the "Security Agreement"), a security interest in certain assets and properties of the Company, including, among other things, the Account, all moneys, instruments and other property deposited therein and all certificates or other instruments, if any, representing or evidencing the Account (such Account, together with all such moneys, instruments, other property, certificates and other instruments, are herein called the "Account Assets"). By signing this letter agreement, you agree that from the date hereof and until this letter agreement is terminated in accordance with the terms hereof, each Account shall be under the exclusive dominion and control of the Assignee and all moneys, instruments and other property of the Company deposited in each Account shall be held, subject to, and for the benefit of, the security interest of the Assignee. In addition, you hereby agree to comply with instructions originated by the Assignee directing dispositions of any and all Account Assets without further consent by the Company, provided that until such time as you are notified by the Assignee to the contrary, you may comply with instructions originated by the Company with respect to dispositions of the Account Assets. You waive and agree not to assert, claim or endeavor to exercise, and by executing this letter agreement bar and estop yourself from asserting, claiming or exercising, and you acknowledge that you have not heretofore received a notice from any other party asserting, claiming or exercising, any right of setoff, banker's lien or other purported form of claim with respect to the Account Assets and funds from time to time therein. To the extent that you have any rights in the Account Assets, you hereby expressly subordinate all such rights to ...

FIRST UNION NATIONAL. BANK f/k/a First Union National Bank of Florida Amount of Commitment: $17,000,000 * By: /s/ XXXX X. XXXXXX ------------------------------------ Name: Xxxx X. Xxxxxx Title: Senior Vice President Lending Office: Corporate Banking, 13th Floor 000 Xxxxx Xxxxxxxx Xxxx. Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxx Reference: Catalina Lighting, Inc. Address for purposes of Section 12.1 First Union National Bank Corporate Banking, 13th Floor 000 Xxxxx Xxxxxxxx Xxxx. Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 * ($1,987,704.00 of which shall consist only of the Non-Revolving Advance)

Examples of FIRST UNION NATIONAL in a sentence

• Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

• DATED DECEMBER 30, 1997 NOTICE OF BORROWING ------------------- EXHIBIT C TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• DATED DECEMBER 30, 1997 ASSIGNMENT AND ACCEPTANCE ------------------------- EXHIBIT F TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• DATED DECEMBER 30, 1997 NOTICE OF CONVERSION/CONTINUATION --------------------------------- EXHIBIT D TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• XXX Title: ASSISTANT SECRETARY EXHIBIT A TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• DATED DECEMBER 30, 1997 OFFICER'S COMPLIANCE CERTIFICATE -------------------------------- EXHIBIT E TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• DATED DECEMBER 30, 1997 IPLP PLEDGE AGREEMENT --------------------- EXHIBIT H TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC., NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK, ORIX REAL ESTATE CAPITAL MARKETS, LLC OR ANY OF THEIR RESPECTIVE AFFILIATES.

• DATED DECEMBER 30, 1997 REVOLVING CREDIT NOTE --------------------- EXHIBIT B TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

• DATED DECEMBER 30, 1997 GUARANTY AGREEMENT ------------------ EXHIBIT G TO CREDIT AGREEMENT BY AND AMONG INSIGNIA PROPERTIES, L.P., FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE LENDERS AND XXXXXX COMMERCIAL PAPER INC.

More Definitions of FIRST UNION NATIONAL

FIRST UNION NATIONAL. BANK as Certificate Administrator By: /s/ Xxxxxx Xxxxxxxx -------------------------------------- Name: Xxxxxx Xxxxxxxx ------------------------------------- Title: Vice President ------------------------------------ THE CHASE MANHATTAN BANK, not in its individual capacity, but solely as Trustee By: /s/ Xxxxx X. Xxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxx ------------------------------------- Title: Vice President ------------------------------------ EXHIBIT 1 INITIAL MORTGAGE LOAN SCHEDULE [On File With Xxxxx Xxxxxxxxxx LLP]

FIRST UNION NATIONAL. Bank Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 RE: First Union National Bank as Escrow Agent for LivePerson, Inc. (the "Company") and Xxxxx Xxx and Xxx Xxxxxxxx (each, a "Founder") Repurchase Option Agreement dated October 12, 2000 (the "Agreement") First Union National Bank, as Escrow Agent, is hereby authorized to release to [Israeli Trustee], [Number of Shares], pursuant to Section _____ of the Agreement. The Company and the Founder signing below agree to said release. Shares should be delivered to the [Israeli Trustee] in accordance with Section ___ of the Agreement. By: LivePerson, Inc. By: [Founder] __________________________________ ______________________________ [Name] [Name] Authorized Representative Authorized Representative __________________________________ ______________________________ Title Title EXHIBIT G [Xxxxxxx, Phleger & Xxxxxxxx LLP letterhead] October 12, 2000 HumanClick Ltd. 00 Xxxx Xxxx Xxxxxx 00000 Ladies and Gentlemen: We have acted as counsel for LivePerson, Inc., a Delaware corporation (the "Buyer"), in connection with its purchase of all of the outstanding capital stock of HumanClick Ltd., a private company organized under the laws of the State of Israel (the "Seller"), pursuant to the Stock Purchase Agreement dated as of October 12, 2000 between the Buyer, the Seller and the shareholders of the Seller named in SCHEDULE I thereto (the "Shareholders") (such agreement, the "Purchase Agreement"). This opinion is being rendered to you pursuant to Section 7.03(c) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the same meaning given to such terms in the Purchase Agreement. In connection with the opinions expressed herein, we reviewed the following:

FIRST UNION NATIONAL. BANK, as Agent, a Lender and as LC Issuer

FIRST UNION NATIONAL. BANK (formerly known as Corestates Bank, N.A.), as a Lender By: /s/ JON W. PETERSON -------------------------------------------- Name: Jon W. Peterson -------------------------------------- Title: Vice President ------------------------------------- CIBC INC., as a Lender By: /s/ HAROLD BIRK --------------------------------------------- Name: Harold Birk --------------------------------------- Title: Executive Director ------------------------------------- CIBC Oppenheimer Corp., AS AGENT BANK OF HAWAII, as a Lender By: /s/ ERIC N. PELLETIER --------------------------------------------- Name: Eric N. Pelletier ------------------------------------- Title: Vice President ------------------------------------- BANQUE NATIONALE DE PARIS, as a Lender By: /s/ SERGE DESRAYAUD --------------------------------------------- Name: Serge Desrayaud --------------------------------------- Title: Vice President and Team Leader ------------------------------------ By: /s/ STEPHANIE ROGERS --------------------------------------------- Name: Stephanie Rogers -------------------------------------- Title: Vice President ------------------------------------- THE LONG-TERM CREDIT BANK OF JAPAN, LTD., as a Lender By: /s/ REBECCA J. S. SILBERT --------------------------------------------- Name: Rebecca J. S. Silbert -------------------------------------- Title: Senior Vice President ------------------------------------- UNXXX XXXX XX XXXXXXXXXX, X.X., xx x Xxxxxx By: /s/ PETER C. CONNOY --------------------------------------------- Name: Peter C. Connoy -------------------------------------- Title: Assistant Vice President ------------------------------------- DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender By: /s/ PATRICK A. KELEHER --------------------------------------------- Name: Patrick A. Keleher -------------------------------------- Title: Vice President ------------------------------------- By: /s/ HELEN NG --------------------------------------------- Name: Helen Ng, P.E. -------------------------------------- Title: Assistant Vice President ------------------------------------- KEY CORPORATE CAPITAL INC., as a Lender By: /s/ KENNETH J. KEELER -------------------------------------------- Name: Kenneth J. Keeler ------------------------------------- Title: Senior Vice President ------------------------------------ PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ KAREN L. KOOMEN --------------------------------------------- Name: Karen L. Koomen -----...

FIRST UNION NATIONAL. BANK ESCROW AGENT FEE SCHEDULE