Disclosure & Assumptions. The fees quoted in this schedule assume that the escrow deposit will be continuously invested in a Cash Compensation Account held at JPMorgan Chase Bank, N.A. EXHIBIT A STANDING SETTLEMENT INSTRUCTIONS Purchaser: Routing Number: Bank Name: Account Number: Account Name: For Further Credit (if applicable): Reference: Company: Routing Number: Bank Name: Account Number: Account Name: For Further Credit (if applicable): Reference: Exhibit B FORM OF WAIVER WRITTEN CERTIFICATION OF EXEMPTION FROM OWNERSHIP LIMITS December 9, 2008 The undersigned, being a duly authorized officer of American Land Lease, Inc., a Delaware corporation (the “Company”), does hereby certify on behalf of the Company as follows (capitalized terms used but not defined herein shall have the meanings ascribed to them in the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) and if not defined therein in the Agreement and Plan of Merger, dated as of December 9, 2008, among GCP REIT II, a Maryland real estate investment trust (the “Parent”), GCP Sunshine Acquisition, Inc., a Delaware corporation (the “Purchaser”), the Company and Asset Investors Operating Partnership, L.P., a Delaware limited partnership (the “Merger Agreement”)):
Disclosure & Assumptions. The fees quoted in this schedule assume that the escrow deposit will be continuously invested in a Cash Compensation Account held at JPMorgan Chase Bank, N.A. EXHIBIT A STANDING SETTLEMENT INSTRUCTIONS Purchaser: Routing Number: Bank Name: Account Number: Account Name: For Further Credit (if applicable): Reference: Company: Routing Number: Bank Name: Account Number: Account Name: For Further Credit (if applicable): Reference:
Disclosure & Assumptions. The escrow deposit shall be continuously invested in the JPMorgan Chase Bank Money Market Account, or if directed otherwise, Escrow Agent shall execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. • To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, we will ask for information that will allow us to identify relevant parties. EXHIBIT B
Disclosure & Assumptions. The escrow deposit shall be continuously invested in a JPMorgan Money Market Account or JPMorgan’s Cash Escrow sweep product. • The account will be invoiced in the month in which the account is opened and annually thereafter. • Payment of the invoice is due 30 days following receipt. • To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, we will ask for information that will allow us to identify relevant parties. • This proposal is subject to (i) our legal review and (ii) satisfactory due diligence review. Schedule II Telephone Number(s) for Call-backs and Person(s) Designated to Confirm Funds Transfer Instructions If to Aventine: Name Telephone Number
Disclosure & Assumptions. The fees quoted in this schedule assume that the escrow deposit will be continuously invested in the JPMorgan Chase Bank Money Market Account. • Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. • U.S. law permits the parties to make up to six (6) pre-authorized withdrawals from an MMDA per calendar month or statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from an MMDA. The Escrow Agent does not presently exercise this right. • Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Parties acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent's identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the Parties identity including without limitation name, address and organizational documents (“identifying information”). The Parties agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent. Exhibit B Written Direction Example [ ___] Account # [___] Reference is made to that certain Escrow Agreement (the “Escrow Agreement”) dated as of February ___, 2011, by and among Soundtech LLC, a Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Fxxx X. Klipsch, as Sellers' Representative and JX Xxxxxx Chase Bank, N.A., a national banking association, as escrow agent (“Escrow Agent”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement. In accord with the Escrow Agreement and the Purchase Agreement, [Buyer or Sellers' Representative] direct Escrow Agent to take the following action with respect to the [NWC Holdback/Escrow Funds]: Escrow Agent shall _________...
Disclosure & Assumptions. The fees quoted in this schedule assume that the escrow deposit will be continuously invested in the JPMorgan Chase Bank Money Market Account or other JPMorgan investment product. • Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. • U.S. law permits the parties to make up to six (6) pre-authorized withdrawals from an MMDA per calendar month or statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from an MMDA. The Escrow Agent does not presently exercise this right. EXHIBIT B-1 Specimen Signatures of Authorized Persons The specimen signatures shown below are the specimen signatures of the individuals who have been designated as Authorized Persons of China Medicine Corporation, who are authorized to initiate and approve transactions of all types for the escrow account or accounts established under the Escrow Agreement, on behalf of China Medicine Corporation. Authorized Persons of China Medicine Specimen Signature Corporation Signature Signature EXHIBIT B-2 Specimen Signatures of Authorized Persons The specimen signatures shown below are the specimen signatures of the individuals who have been designated as Authorized Persons of OEP, who are authorized to initiate and approve transactions of all types for the escrow account or accounts established under the Escrow Agreement, on behalf of OEP. Authorized Persons of OEP Specimen Signature Signature Signature SCHEDULE 1 Telephone Number(s) for Call-Backs and Person(s) Designated to Confirm Funds Transfer Instructions If to OEP: Name Telephone Number
Disclosure & Assumptions. ( The escrow deposit shall be continuously invested in a money market account held at JPMorgan Chase Bank, N.A., or if directed otherwise, Escrow Agent shall execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. ( To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, we will ask for information that will allow us to identify you. Attachment E [FORM OF XXXXXXX PROCTER LLP OPINION LETTER] To Almost Family, Inc. 0000 Xxxxxx Xxxxxxx Road, Suite 300 Louisville, Kentucky 40223 Ladies and Gentlemen: We have acted as counsel to PCI Holding Corp., a Delaware corporation (the “Seller”), in connection with the proposed purchase by Almost Family, Inc. (the “Buyer”) of the Shares pursuant to the Stock Purchase Agreement dated as of June 18, 2008 (the “Stock Purchase Agreement”) by and among the Buyer, Seller and National Home Care, Inc., a New York corporation solely in its capacity as the Seller Representative. We are furnishing this opinion letter to you pursuant to paragraph 3.1(xiv) of the Stock Purchase Agreement. Capitalized terms that are defined in the Stock Purchase Agreement and not otherwise defined in this opinion letter are used in this opinion letter as so defined. We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on representations in the Stock Purchase Agreement and certificates of officers of the Seller. The opinions set forth below are limited to Massachusetts law, the Delaware General Corporation Law and the federal law of the United States. We note the Stock Purchase Agreement provides that it is to be governed by Delaware law. The opinions in paragraph 2 below regarding the validity, binding effect and enforceability of the Stock Purchase Agreement are given as though the Stock Purchase Agreement were governed by the internal law of Massachusetts. Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that: • The Seller has the corporate power to execute and deliver the St...
Disclosure & Assumptions. Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. JPMorgan reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees. — The escrow deposit shall be continuously invested in a JPMorgan Chase Bank money market deposit account (“MMDA”) or a JPMorgan Chase Bank Cash Compensation account. MMDA and Cash Compensation Accounts have rates of compensation that may vary from time to time based upon market conditions. The Annual Administration Fee would include a supplemental charge up to 25 basis points on the escrow deposit amount if another investment option were to be chosen. — The Parties acknowledge and agree that they are permitted by U.S. law to make up to six (6) pre-authorized withdrawals or telephonic transfers from an MMDA per calendar month or statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from a money market deposit account. — Payment of the invoice is due upon receipt.
