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,. COBANK, ACB, as Administrative Agent and a Lender By: -------------------------------- Name: --------------------------- Title: -------------------------- [SIGNATURES CONTINUED ON NEXT PAGE.] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] THE BANK OF NEW YORK, as Documentation Agent and a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ FIRST UNION NATIONAL BANK, as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ COAST BUSINESS CREDIT, A DIVISION OF SOUTHERN PACIFIC BANK, as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ CITY NATIONAL BANK (LSA), as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] Acknowledged and agreed to: US UNWIRED INC., as Borrower By: ------------------------------ Name: ------------------------- Title: ------------------------ LOUISIANA UNWIRED, LLC, as a Guarantor By: ------------------------------ Name: ------------------------- Title: ------------------------ UNWIRED TELECOM CORP., as a Guarantor By: ------------------------------ Name: ------------------------- Title: ------------------------ LUCENT TECHNOLOGIES, INC., as a Guarantor By: ------------------------------ Name: ------------------------- Title: ------------------------ March 6, 0000 Xxxx Xxxx Communication Companies, Inc. 0000 Xxx Xxx Xxxx Xxxx, Xxxxx 00000 Re: Consent Ladies and Gentlemen: Reference is made to (1) the Credit Agreement, dated as of October 1, 1999, among US Unwired Inc. ("Borrower"), CoBank, ACB, as Administrative Agent ("Administrative Agent") and a Lender, First Union Securities, Inc., formerly known as First Union Capital Markets Corp., as Syndication Agent and a Co- Arranger, The Bank of New York, as Documentation Agent and a Lender, BNY Capital Markets, Inc., as a Co-Arranger, First Union National Bank, as a Lender, and the other Lenders referred to therein, as amended by that certain letter agreement dated December 29, 1999 (as so amended, the "Credit Agreement"; capitalized terms used and not defined h...
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,. Xxxxxxx Xxxxxx,
Sincerely, s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Sincerely,. Name: Xxxxxx X. Xxxx 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,. Xxxxx X.
Sincerely,. PENWEST PHARMACEUTICALS CO. By --------------------------------- Name ------------------------------- Title ------------------------------ SCHEDULES TO COMPLIANCE CERTIFICATE Schedule 1 - Non-Compliance with Covenants Schedule 2 - Business Locations and Names of Borrowers and Guarantors Schedule 3 - Tax Liens; Unpaid Tax or Withholding Obligations Schedule 4 - List of all Deposit Accounts and Securities Accounts of Borrowers and Guarantors Schedule 5 -Pending Litigation; Inquiries or Investigations; Defaults under Material Contracts Schedule 6 - Newly Acquired Intellectual Property and Intellectual Property Licenses Schedules to Compliance Certificate of Credit and Security Agreement (XXXXXXX XXXXX LOGO) EXHIBIT C TO CREDIT AND SECURITY AGREEMENT [RESERVED] Exhibit C to Credit and Security Agreement (XXXXXXX XXXXX LOGO) EXHIBIT D TO CREDIT AND SECURITY AGREEMENT (NOTICE OF BORROWING) BORROWER REPRESENTATIVE DATE: ___________, ______ This certificate is given by ____________________, a Responsible Officer of Penwest Pharmaceuticals Co. ("BORROWER REPRESENTATIVE"), pursuant to Section 2.1(b)(i) of that certain Credit and Security Agreement dated as of March ___, 2007 among Borrower Representative, ________________________ and any additional Borrower that may be a party thereto or from time to time be added thereto (collectively, "BORROWERS"), the Lenders from time to time party thereto and Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as Administrative Agent for Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned Responsible Officer hereby gives notice to Administrative Agent of Borrower Representative's request to on ________________ ___, 2007 borrow _____________________ Dollars ($_____________) of the Term Loan. The undersigned officer hereby certifies in his or her capacity as an officer of the Borrower Representative that, both before and after giving effect to the request above (a) each of the conditions precedent set forth in Sections 7.1 and 7.2 have been satisfied, (b) all of the representations and warranties contained in the Credit Agreement and the other Financing Documents are true, correct and complete in all respects (or in all material respects if such representation, warranty, certification or sta...
Sincerely,. E-1 EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Re: Montrose Country Estates Limited Dividend Housing Association Limited Partnership Dear Ladies and Gentlemen: The undersigned CCC Construction, (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 Montrose, Genessee County, Michigan (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for Montrose Country Estates Limited Dividend Housing Association Limited Partnership is paid in full. o Contractor acknowledges that Montrose Country Estates Limited Dividend Housing Association Limited Partnership is not in violation with terms and conditions of the contractual documents related to the Apartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing 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 G TO THE PARTNERSHIP Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line dep...
Sincerely,. By: /s/ Xxxxx X. Xxxxxxxx Name of Insider: Xxxxx X. Xxxxxxxx Acknowledged and Agreed: XXXXXX XXXXXXXXXX ACQUISITION CORP. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer October 6, 2020 Xxxxxx Xxxxxxxxxx Acquisition Corp. 000 Xxx Xxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Xxxxxx Xxxxxxxxxx Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Xxxxxxxxx LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
