Sincerely, s/ Xxxx Xxxxx ---------------------------------------- Xxxx Xxxxx Senior Vice President ING Investors Trust ING Mutual Funds ING Variable Insurance Trust ACCEPTED AND AGREED TO: The Bank of New York By: /s/ Xxxxxx X. XxXxxx --------------------------------- Name: Xxxxxx X. XxXxxx Title: Managing Director, Duly Authorized 0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investors Trust Scottsdale, AZ 00000-0000 Fax: 000-000-0000 ING Mutual Funds xxx.xxxxxxxx.xxx ING Variable Insurance Trust AMENDED EXHIBIT A FUND EFFECTIVE DATE ---- ------------------ ING CORPORATE LEADERS TRUST FUND ING Corporate Leaders Trust - Series A May 17, 2004 ING Corporate Leaders Trust - Series B May 17, 2004 ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Fundamental Research Fund December 28, 2005 ING LargeCap Growth Fund June 9, 2003 ING LargeCap Value Fund February 1, 2004 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Choice Fund February 1, 2005 ING MidCap Value Fund June 9, 2003 ING Opportunistic LargeCap Fund December 28, 2005 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX February 2, 2004 ING Principal Protection Fund X May 3, 2004 ING Principal Protection Fund XI August 16, 2004 ING Principal Protection Fund XII November 15, 2004 ING Principal Protection Fund XIII TBD ING Principal Protection Fund XIV TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Choice Fund February 1, 2005 ING SmallCap Value Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING Institutional Prime Money Market Fund July 29, 2005 ING Intermediate Bond Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING ...
Sincerely,. ACKNOWLEDGMENT AND AGREEMENT The undersigned acknowledges notice of the security interest of Lender and the requirement to pay the Rent directly to Lender. [TENANT] By: Name: Its: Dated as of: __________ ___, 199__ 103 SCHEDULE VI CPA CERTIFICATION INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING ------------------------------------------- AGREED-UPON PROCEDURES ---------------------- [Lender] We have performed the procedures enumerated below, which were agreed to by Morgxx Xxxnxxx Xxxtgage Capital Inc. (the "Lender"), solely to assist the Lender in evaluating the Defeasance of the notes described on Exhibit A annexed hereto (the "Notes"). This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the specified users of the report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The procedures we performed are as follows: We have read the definition of Defeasance Eligible Investments in the Loan Agreement between ________________________ and Secoxx Xxxancial Corporation as assigned to Lender, dated _____________, 1997 (the "Loan Agreement"), which indicates that [type of collateral] constitutes Defeasance Eligible Investments, as defined in the Loan Agreement. We recalculated the interest due on the Notes, and found it to be in agreement with the defeasance calculation ("Schedule") submitted to us by ____________ (Schedule attached). We recalculated the total payment due on [date] in connection with all of the Notes, by adding the amounts on the Schedule, and found it to be mathematically correct. We have examined trade confirmations dated _____________ indicating the purchase by ___________________ totaling ____________________ face value of [type of collateral] which mature on [date], and such is sufficient to cover the total payment due on [date]. We were not engaged to, and did not, perform an examination, the objective of which is the expression of an opinion on the aforementioned records. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. 104 This report is intended solely for the use of the Lender, and should not be used by those who hav...
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limit...
Sincerely,. F-1 EXHIBIT G TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 8 c/o WNC & Associates, Inc. 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Re: Xxxxxx Plaza Apts., II L.P. Dear Ladies and Gentlemen: The undersigned MBL Development Co., (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Butler, Xxxxx County, Missouri (hereinafter known as the "Project"). Contractor makes the following representations and warranties regarding Work at the Project. o Work on said Project has been performed and completed in accordance with the plans and specifications for the Project. o Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for Xxxxxx Plaza Apts., II L.P. is paid in full. o Contractor acknowledges that Xxxxxx Plaza Apts., II L.P. is not in violation with terms and conditions of the contractual documents related to the Project. o Contractor warrants that all parties who have supplied Work for improvement of the Project have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- -...
Sincerely,. Xxxxxxx Xxxxxx,
Sincerely, s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Sincerely,. Name: Xxxxxx X. XxXxxxxx Accepted and agreed: TAILWIND FINANCIAL INC. By: --------------------------- Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
Sincerely, s/ THOMXX X. XXXXXX -------------------- Thomxx X. Xxxxxx Chairman & CEO TWZ:em Received and consented to this 6TH day of AUGUST, 1997. ----- --------- /s/ FRANX X. XXXXXXXXX ----------------------- Franx X. Xxxxxxxxx 4 NORTHSTAR HEALTH SERVICES EXHIBIT A Corporate Office o the Atrium o 665 Philadelphia Street EMPLOYEE BENEFITS Indixxx, XX 00000 x (412) 000-0000 FT PPT OTHER PLAN BENEFIT* ELIGIBILITY ------------------------------------------------------------------------------------------------------------------------------------ * * Vacation (Annually) o Full-time employees 2 weeks (Non-Exempt) Available after 90 days Paid Holidays/Personal Days or 3 weeks (Exempt) Prorated based on hire date o 6 main holidays (New Years, Memorial Day, Prorated for permanent July 4, Labor Day, Thanksgiving, Christmas) part-time o 3 Personal days per year ------------------------------------------------------------------------------------------------------------------------------------ * * Jury Duty Pay Full wages less jury pay are payable to Available after 90 days employee; maximum 15 days per year ------------------------------------------------------------------------------------------------------------------------------------ * * Bereavement (3) days for immediate family, Available after 90 days (1) day other relatives. ------------------------------------------------------------------------------------------------------------------------------------ * * Sick Days (1) day per month - maximum 60 days carry-over Available after 90 days; accrue from hire date ------------------------------------------------------------------------------------------------------------------------------------ * * Continuing Education o Exempt management/PT, OT, SP $1,500/yr.; Available after 90 days 7 education days o ATC's, COTA'x, XX Assistants $750/yr.; 5 education days o Non-exempt staff $300/yr.; 0 education days ------------------------------------------------------------------------------------------------------------------------------------ * * Health Insurance/ Optional Coverage for employee and dependents. Available the first of the Hospitalization Blue Cross/Blue Shield Major Medical or month following completion Select Blue -- 71% company paid; of 90 day job entry period 29% employee contribution. ------------------------------------------------------------------------------------------------------------------------------------ * * Prescription Optional coverage for employee an...
Sincerely,. BELMONT HOMES, INC. By: ------------------------- Its: ------------------------- EXHIBIT 5.1(m)(ii) _______________ ____, 1997 Xxxxxxx Xxxxx Xxxx & White LLP 0000 Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: In connection with the proposed merger of Crimson Acquisition Corp., a Mississippi corporation ("Subsidiary"), with and into Belmont Homes, Inc., a Mississippi corporation ("Belmont"), pursuant to the terms of that certain Agreement and Plan of Merger dated August , 1997 (the "Merger Agreement") by and among Cavalier Homes, Inc., a Delaware corporation ("Cavalier"), Subsidiary and Belmont, as described in more detail in the Merger Agreement and the Registration Statement on Form S-4 filed by Cavalier with the Securities and Exchange Commission on__________ , 1997, (the "Registration Statement"), as counsel to Cavalier you have been asked to render certain opinions pursuant to the requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as amended, and pursuant to Section 6.2(c) of the Merger Agreement, with respect to the federal income tax treatment of the Merger under the Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Merger Agreement. Pursuant to the Merger Agreement, Subsidiary will be merged with and into Belmont in accordance with Section 79-4-11.01 et seq. of the Mississippi Business Corporation Act and Belmont will be the surviving corporation, and all Belmont shares other than those held as treasury stock by Belmont, or held by Cavalier or any of its subsidiaries, which will be canceled and retired, and other than those Belmont shares for which the holders have dissented from the Merger, demanded and perfected demand for payment of the "fair value" in accordance with the Mississippi Business Corporation Act, shall be converted into the right to receive eight tenths (0.8) shares of common stock of Cavalier. The Merger Agreement and the Registration Statement describe other transactions that will be effected or undertaken in connection with the transactions contemplated by the Merger Agreement, including, without limitation, the treatment of Belmont's employee benefit plans and the treatment of certain options issued by Belmont, and other matters relating to the employees of Belmont. In connection with the opinions which you have been asked to render, you are entitled to rely upon the description...
Sincerely,. Xxxxx X.
