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,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 199____ WNC Housing Tax Credit Fund VI, Series 5 c/o WNC & Associates, Inc. 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Re: United Development Co., L.P. - 97.2 Dear Ladies and Gentlemen: The undersigned Xxxxxx X. Xxxxxxx, Xx, (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 Memphis, Shelby County, Tennessee (hereinafter known as the "Project"). Contractor makes the following representations and warranties regarding Work at the Project. Work on said Project has been performed and completed in accordance with the plans and specifications for the Project. Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for United Development Co., L.P. - 97.2 is paid in full. Contractor acknowledges that United Development Co., L.P. - 97.2 is not in violation with terms and conditions of the contractual documents related to the Project. Contractor warrants that all parties who have supplied Work for improvement of the Project have been paid in full. 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:________________________________________ REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ---------------------...
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 Xxxxxxxxx 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,. By:____________________________________ Name: Title: Option Holder's Acknowledgment By: _______________________________ Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $35,000,000 and (b) 5.0% of outstanding pool balance To: Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. 55 Water Street New York, New York 10041 Attn: Commercial Xxxxxxxx Xxxxxxxxxxxx Xxxx: Xxxx xx Xxxxxxx, National Association, in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of December 1, 2007 (the "Pooling and Servicing Agreement"), among the Master Servicer, Centerline Servicing Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National Assxxxxxion, as Certificate Administrator and REMIC Administrator. Date: _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates Series 2007-5 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: all terms in this Certification must be conformed to terms used in the Pooling and Servicing Agreement] As Master Servicer under the Pooling and Servicing Agreement, we hereby:
Sincerely,. EXHIBIT F [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200__ WNC Housing Tax Credit Fund VI Series 13, L.P. c/o WNC & Associates, Inc. 00000 Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx 00000 Re: Sierra's Run Limited Partnership Dear Ladies and Gentlemen: The undersigned, G & T Construction, Inc., a Nevada corporation (hereinafter referred to as "Contractor"), has furnished or through various contractors, sub-contractors or material suppliers 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 Sierra Run Apartments located in Fernley, Lyon County, Nevada (hereinafter known as the "Apartment Housing"). Any terms not defined herein shall have the meaning ascribed in the Amended and Restated Agreement of Limited Partnership of Sierra's Run Limited Partnership. Contractor makes the following representations, warranties and covenants regarding the Work at the Apartment Housing with full knowledge that the Limited Partner will rely on these representations, warranties and covenants as a condition to making its Capital Contribution payment to Sierra's Run Limited Partnership. 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 upon the Partnership's receipt of the Limited Partner's placed in service Capital Contribution payment, all amounts owed to Contractor, sub-contractor or material suppliers to complete the Work will be paid in full.
Sincerely,. By: /s/ Xxxxxxxxx Xx Name of Insider: Xxxxxxxxx Xx 18 February 13, 2020 Newborn Acquisition Corp. Xxxx 000, Xxxxxxxx X XXXX Xxxxxx, Xx. 00 Zhongshan East 2nd Road, Xxxxxxx Xxxxxxxx Xxxxxxxx, 000000 Xxxxx Chardan Capital Markets, LLC 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $.001 par value (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 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 as a shareholder of the Company, 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:
