Novak. Name: Richard A. Novax Xxxxx: Treasurer Xxxxxxx of the Trust Date: 12/28/06 Accepted By: /s/ Michael E. Hagerty Name: Michael E. Hagexxx Vice Presxxxxx State Street Bank and Trust Company Date: 12/29/06 Fund Entity Indicate trust name or if multiple trusts or series of a trust, attach a complete list Name Effective Date the trusts are to begin using Fair Value Pricing Source at SSC Date Fair Value Name of Fair Value Pricing Source to be used Pricing Source Market Name of Trigger used to determine when to invoke Fair Value Pricing procedures, i.e., S&P 500, Nikkei Trigger(s) Timing of A specific time at which the Trigger determines Fair Value Pricing procedures should be initiated, i.e., Japan close to Trigger(s) 4 PM EST (Nikkei Futures), 4 PM EST prior day to 4 PM EST current day (S&P500) Threshold Minimum percentage of movement of designated Trigger to determine that a request for authorization should occur to to Invoke invoke Fair Value. Fair Value Authorized Provide signature of the Trust Officer authorizing the completion of the Fair Value Pricing Authorization Form By Accepted By Provide signature of a Vice President from State Street Fund Group accepting the completion of the Fair Value Pricing Authorization Form EXHIBIT D COMPLIANCE PROCEDURES EXHIBIT COMPLIANCE PROCEDURES 1940 ACT PREFERRED SHARES ASSET COVERAGE SECTION 18(H) OF THE INVESTMENT COMPANY ACT OF 1940 "Asset coverage" of a class of senior security of an issuer which is a stock means the ratio which the value of the total assets of such issuer, less all liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of such issuer plus the aggregate of the involuntary liquidation preference of such class of senior security which is a stock. The involuntary liquidation preference of a class of senior security which is a stock shall be deemed to mean the amount to which such class of senior security would be entitled on involuntary liquidation of the issuer in preference to a security junior to it. FREQUENCY: MONTHLY, as of the last business day of each month CALCULATION:Determine whether the Asset Coverage is at least 200% Total fund net assets + accrued unpaid dividends on pfd shs {divide} Value of senior securities representing indebtedness + + + liquidation preference on pfd shares + liquidation preference on pfd shs + value of senior securities representing indebtedness + accrued unpaid dividends on pfd s...
Novak. Weitz & Luxenberg, P.C. 3011 West Grand Boulevard, 24th Floor Detroit, MI 48202 Tel: (313) 800-4170 Mark. J. Bernstein The Sam Bernstein Law Firm, PLLC 31731 Northwestern Highway Farmington Hills, MI 48334 SMITH & JOHNSON ATTORNEYS, PC Timothy P. Smith Smith & Johnson, Attorneys, P.C. 603 Bay St. Traverse City, MI 49684 231.946.0700 Ontonagon County By: Its: WEITZ & LUXENBERG, P.C. THE SAM BERNSTEIN LAW FIRM, PLLC
Novak. Weitz & Luxenberg, P.C. 3011 West Grand Boulevard, 24th Floor Detroit, MI 48202 Tel: (313) 800-4170 Mark. J. Bernstein The Sam Bernstein Law Firm, PLLC 31731 Northwestern Highway Farmington Hills, MI 48334 BEHM & BEHM Michael J. Behm Behm & Behm 209 Schwartz Drive Flint, Michigan 48503-1803 (810) 234-2400 Sanilac County By: Its: WEITZ & LUXENBERG, P.C. THE SAM BERNSTEIN LAW FIRM, PLLC
Novak. Title: V.P. - H.R. ----------------------- KEYTRUST COMPANY OF OHIO, N.A., By: /s/ Kelley Clark ---------------------------- Title: Vice President ----------------------- and
Novak and AHHC, each for itself, hereby irrevocably constitutes and xxxxxnts the General Partner, with full power of substitution, its true and lawful attorney for each of Novak and AHHC and in the name, place, and stead of each of them, anx xxx each of their use and benefit, to execute a future amendment to the Effective Agreement and such other documents and instruments, and to take such actions, as the General Partner deems necessary, desirable or appropriate to effect the issuance of additional Partnership Units or, as the case may be, the retirement and cancellation of Partnership Units pursuant to the provisions of the Assignment and Assumption Agreement. Each of Novak and AHHC agrees that this power of attorney is a power coupled xxxx an interest and shall survive and not be effected by the termination of this Third Amendment (unless and until replaced by a power of attorney granting at least the same rights to the General Partner) or by the transfer of all or any portion of either Novak's or AHHC's Limited Partnership Interest and shall extend to txx xxxxessors and assigns of Novak and AHHC. Each of Novak and AHHC hereby agrees to be bound by xxx xepresentation made xx xxe General Partner, acting in good faith under this power of attorney, and each of Novak and AHHC hereby waives any and all defenses which may be availxxxx to contest, negate or disaffirm the action of the General Partner, taken in good faith under this power of attorney.
Novak. Alan R. Novak ARMADA/HOFFLXX XXXXXXX XXMPANY, a Virxxxxx xorporation By: /s/ A. Russell Kirk ------------------------------------- Name: A. Russell Kirk ----------------------------------- Title: Vice Chairman ---------------------------------- [Exhibits omitted.] FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP THIS FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP (this "Fourth Amendment"), dated as of June 1, 1998, is entered into by and among Crescent Real Estate Equities, Ltd., a Delaware corporation, on its own behalf as sole general partner (the "General Partner") of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for each of the existing limited partners (the "Limited Partners") of the Partnership pursuant to Sections 2.4 and 14.1.B of the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of November 1, 1997, as amended by the First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of February 19, 1998, the Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of March 2, 1998, and the Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 27, 1998 (hereinafter referred to as the "Effective Agreement"), Myers Group III, Inc. (formerly known as Freezer Services-West Point, Xxx.), a Nebraska corporation and Myers Group IV, Inc. (formerly known as Freezer Services-Texarkana, Xxx.), a Nebraska corporation.
Novak. Its Vice President
Novak. Pittsburgh: University of Pittsburgh Press, 1972. 3-38. ———. Metahistory: The Historical Imagination in Nineteenth-Century Europe. Baltimore: Johns Hopkins University Press, 1973. ———. Tropics of Discourse: Essays in Cultural Criticism. Baltimore: Johns Hopkins University Press, 1978. ———. The Content of the Form: Narrative Discourse and Historical Representation. Baltimore: Johns Hopkins University Press. 1987.
Novak. Barbara M. Novak, Assistant Xxxxxxxxx EXHIBIT A [Form of Rights Certificate] Rights Certificate No. R- _________________ NOT EXERCISABLE AFTER NOVEMBER 4, 2015 OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.] Rights Certificate CODORUS VALLEY BANCORP, INC. This certifies that ________________________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of November 4, 2005 (the "Rights Agreement"), between Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the "Company"), and Wells Fargo Bank, N.A. (the "Rights Agent"), to purchase from the Companx xx any time prior to 5:00 P.M. (Harrisburg, Pennsylvania time) on November 4, 2015 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one fully paid, non-assessable share of Common Stock, par value $2.50 per share (the "Common Stock") of the Company, at a purchase price of $150.00 per share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The Purchase Price shall be paid, at the election of the holder, in cash or shares of Common Stock of the Company having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of November 4, 2005, based on the Common Stock as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreem...
Novak. Jr its: President ------------------------------ ----------------- SELLER: iExalt, Inc. By: /s/ Donald W. Sapaugh -------------------------------------------------- Donald W. Sapaugh, Chairman/CEO WordCross Enterprises, Inc. Xx: /x/ Donald W. Sapaugh -------------------------------------------------- Donald W. Sapaugh, Chairman/CEO
