Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------ [Name of Transferee] ------------------------------ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell approximately $359,794,543 original principal amount of Multi-Class Mortgage Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of August 1, 2002 among the Company, as depositor, ABN AMRO Mortgage Group, Inc., as servicer and JPMorgan Chase Bank, as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus Supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be 10:00 a.m., New York, New York time, on August 27, 2002 and the location of the closing shall be the New York City offices of Thacher Proffitt & Wood. The xxxxxxx xxxxxxxd tx xx Section 4(b) of the Underwriting Agreement shall be delivered by Thacher Proffitt & Wood, as xxxxxxx xxx xxx Company. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective original principal amounts of Certificates set forth opposite their names in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus and the Prospectus Supplement. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement. The Underwriters will pay their pro rata share (based upon the principal amount of Offered Certificates each of the Underwriters has agreed to purchase as indicated on Exhibit I
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $_________ original principal amount of Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of _______________ among the Company, as depositor, _______________, as servicer and _____________ as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be _______ a.m., [Chicago, Illinois] time, on _____________. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase [, severally and not jointly,] the [respective] original principal amount[s] of Certificates set forth opposite [its] [their] name[s] in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement.
Examples of Ladies and Gentlemen in a sentence
Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.
New York, New York 10017 Ladies and Gentlemen: We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of pricing supplement no.
Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Re: Royal Bank of Canada – Medium-Term Notes, Series E Ladies and Gentlemen: We have acted as special counsel in connection with the series of senior notes set forth on Annex A hereto (the “Senior Notes”).
Howard StreetSan Francisco, CA 94105 Re: iShares Trust Funds Identified on Exhibit A Ladies and Gentlemen: We have acted as special Delaware counsel for iShares Trust, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein.
N.W. Washington, D.C. 20549 Re: Power of Attorney Ladies and Gentlemen: The undersigned hereby authorizes each of William L.
More Definitions of Ladies and Gentlemen
Ladies and Gentlemen. We have acted as counsel to Delmarva Power & Light Company, a Delaware and Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of $200,000,000 in aggregate principal amount of First Mortgage Bonds, 4.27% Series due June 15, 2048 (the “Bonds”) pursuant to the Bond Purchase Agreement, dated as of June 8, 2018 (the “Bond Purchase Agreement”), among the Company and the Purchasers. The Bonds will be issued under will be issued under the Mortgage and Deed of Trust, dated as of October 1, 1943, from the Company to The Bank of New York Mellon (ultimate successor to The New York Trust Company), as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures, including the One Hundred and Twenty-First Supplemental Indenture, dated as of June 1, 2018, relating to the issuance of the Bonds (the “Supplemental Indenture") (such Mortgage and Deed of Trust, as so amended and supplemented, the “Mortgage”). This opinion is being delivered to you in accordance with Section 4.4(a) of the Bond Purchase Agreement. Unless otherwise defined herein, capitalized terms used herein have the respective meanings provided in the Bond Purchase Agreement. We have acted as counsel for the Company in connection with the preparation, execution and delivery of the Bond Purchase Agreement. In that capacity, we have examined the following: (i) the Bond Purchase Agreement; (ii) the Mortgage; (iii) the Bonds; (iv) the Restated Certificate and Articles of Incorporation of the Company (the “Articles”); (v) the Amended and Restated Bylaws of the Company(the “Bylaws”); (vi) certified resolutions of the board of directors of the Company; (vii) Good Standing Certificates, each dated as of a recent date, from the Secretary of State of the State of Delaware (the “Delaware Good Standing Certificate”) and the Commonwealth of Virginia (the “Virginia Good Standing Certificate,” and collectively, the “Good Standing Certificates”); Exhibit 4.4(a) (to Bond Purchase Agreement)
Ladies and Gentlemen. We have acted as special FCC counsel to Triton PCS, Inc., a Delaware corporation (the "Borrower"), Triton PCS Holdings, Inc., a Delaware corporation ("Holdings"), and each of the subsidiaries of the Borrower listed on the attached Schedule A (the "Subsidiaries"), in connection with the execution and delivery today of, and the consummation of the transactions contemplated by, the Credit Agreement dated as of February , 1998 (the "Credit Agreement"), among the Borrower, the financial institutions party thereto as lenders (the "Lenders") and The Chase Manhattan Bank, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent"). This opinion is delivered pursuant to Section 4.02(b) of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In connection with this opinion, we have examined, and relied upon, the FCC licensing records and copies of documents filed by the Borrower and the License Subsidiary with the FCC and have compared these records to the licenses listed in Schedule I (the "Licenses"). We also have obtained, and relied upon as to matters of fact, without independent investigation, such certifications from officers of the Borrower (the "Officers' Certificates") as we have deemed necessary for purposes of this opinion. We have also examined FCC orders and other records of the FCC's Wireless Telecommunications Bureau (the "FCC Files") and have made telephone inquiries to FCC staff in the FCC's Wireless Telecommunications Bureau with respect to the opinions stated in paragraphs (iii), (iv), and (vi) herein. We have also examined the Credit Agreement and the form of Notes which may be delivered pursuant to the Credit Agreement after the date hereof, the Guarantee Agreement, the Pledge Agreement, the Securities Agreement and such other documents and records and made such other investigations as we have deemed relevant and necessary in connection with this opinion. As to matters of fact, we have relied upon and assumed the accuracy and completeness of the FCC files, the documents filed by the Borrower and the License Subsidiary with the FCC, and the Officers' Certificate(s). In rendering this opinion, we have not independently investigated, established or verified the factual basis of any opinion set forth herein, and, unless otherwise indicated herein, have relied for such matters solely upon...
Ladies and Gentlemen. We have acted as counsel to AAR CORP., a Delaware corporation (the "Company"), in connection with the transactions contemplated by the Amended and Restated Underwriting Agreement dated ________, 1997 by and among each of you (the "Underwriters"), and the Company (the "Underwriting Agreement") relating to the issuance and sale by the Company of an aggregate of $50,000,000 principal amount of the ___% Senior Notes due 2007 of the Company (the "Securities"). This opinion is being delivered to you at the request of the Company pursuant to Section 7(c)(i) of the Underwriting Agreement. All capitalized terms used but not otherwise defined in this opinion shall have the respective meanings given them in the Underwriting Agreement. In connection with this opinion, we have examined originals or copies of (i) the Underwriting Agreement; (ii) the Registration Statement on Form S-3 (Registration No. 33-42326) as declared effective by the Commission; (iii) the Prospectus, dated ________, 1997, as filed with the Commission pursuant to Rule 424(b)(5) under the Act; and (iv) the Restated Certificate of Incorporation and the By-laws of the Company (in each case as amended to date) and the record of corporate action taken by the Company to authorize the issuance and sale of the Securities. We have examined such other records, proceedings, documents, statutes and certificates of officers and representatives of the Company and made such other examinations as we have deemed necessary or appropriate for the purposes of rendering this opinion. As to certain matters of fact, we have relied upon certificates and statements of officers of the Company, and upon certificates of public officials, and we believe that you and we are justified in relying upon such certificates. In addition, we have assumed that all documents submitted to us as originals are authentic, that all copies submitted to us conform to the originals thereof, that all documents submitted to us as execution copies conform to the executed originals, that the signatures on all documents examined by us are genuine, and that all natural persons have the requisite legal capacity to execute such documents. Based upon and subject to the foregoing, we are of the opinion that:
Ladies and Gentlemen. The undersigned has acted as Senior Vice President and General Counsel of The Phoenix Companies, Inc. ("PCI") in connection with the negotiation, execution and delivery of the Credit Agreement and the other Loan Documents. This opinion letter is delivered pursuant to Section 4.1(e) of the Credit Agreement. Unless otherwise defined herein or the context otherwise requires, all capitalized terms used in this opinion letter shall have the respective meanings assigned to them in the Credit Agreement. I have reviewed the corporate proceedings taken by PCI in connection with the Credit Agreement and the other Loan Documents. In addition, I have examined and relied upon copies of such Credit Agreement, the Certificate of Incorporation and the Bylaws of PCI as in effect on the date hereof, copies of supporting resolutions adopted by the Board of Directors of PCI in connection with the Credit Agreement and the transactions contemplated thereby and certificates executed by officers of PCI addressing facts material to my opinions as I consider necessary or appropriate for the basis of the opinions expressed. In making the examination of such agreements and instruments in connection with the opinions expressed herein, I have assumed the genuineness of all signatures (other than those on behalf of PCI) and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies and have further assumed that each of the Banks has the corporate power to enter into and perform its obligations under the Credit Agreement and have assumed with respect to each of them due authorization by all requisite corporate action, due execution and delivery and the valid and binding effect of such documents and agreements and compliance by the Banks with applicable law. Based upon and subject to the foregoing, I am of the opinion that: [Special Olympics Logo] 70 (1) PCI is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to own and hold under lease its property and to conduct its business substantially as currently conducted by it. PCI has full corporate power and authority to enter into and perform its obligations under each Loan Document to which it is a party.
Ladies and Gentlemen. [SERVICER] (the "SERVICER") is servicing certain mortgage loans for the Borrower pursuant to certain Servicing Agreements between the Servicer and the Borrower. Pursuant to the Loan Agreement between the Lender and the Borrower, the Servicer is hereby notified that the Borrower has pledged to the Lender certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of the Lender. Upon receipt of a Notice of Event of Default from the Lender in which the Lender shall identify the mortgage loans which are then pledged to Lender under the Loan Agreement (the "MORTGAGE LOANS"), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of the Lender, and remit such collections in accordance with the Lender's written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Lender with respect to the Mortgage Loans, and shall deliver to Lender any information with respect to the Mortgage Loans reasonably requested by Lender. Notwithstanding any contrary information which may be delivered to the Servicer by the Borrower, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by the Lender, and the Borrower shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default. No provision of this letter may be modified or amended without the prior written consent of the Lender. The Lender is an intended third party beneficiary of this letter. Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to the Lender promptly upon receipt. Any notices to the Lender should be delivered to the following address: 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Xx. Xxxxxx Xxxxxx, with a copy to Mr. Xxxx Xxxxxx; Telephone: (000) 000-0000; Facsimile: (000) 000-0000. Very truly yours, AAMES CAPITAL CORPORATION By: ---------------------------- Name: Title:
Ladies and Gentlemen. In accordance with the provisions of Sections 3.2 and 3.3 of the above referenced Custody Agreement, the undersigned, as the Custodian, hereby certifies that it has received a Mortgage File with respect to each Mortgage Loan identified on the Mortgage Loan Schedule, furthermore, the Custodian certifies that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto) it has reviewed the Mortgage Files and has determined that (subject to the exceptions set forth in the attached Exceptions Report) (i) all documents required to be delivered to it pursuant to the Custody Agreement are in its possession; (ii) such documents have been reviewed by it and appear regular on their face, related to such Mortgage Loan and in the form prescribed in the review procedures pursuant to Sections 3.2 and 3.3 and Exhibit G-2 of the Custody Agreement; (iii) based on its examination and only as to the foregoing documents, the Mortgage Loan number, the Mortgagor's name, the address of the Mortgaged Property and the original amount of the Mortgage Note set forth in the Mortgage Loan Schedule respecting such Mortgage Loan are correct; and (iv) each Mortgage Note has been endorsed as provided in Section 3.1 of the Custody Agreement, except as noted on the attached Exception Report. XXXXX FARGO BANK MINNESOTA, N.A., as Custodian By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- EXHIBIT F-3 FORM OF CUSTODIAN'S FINAL CERTIFICATION [Date] Bank One, N.A. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Global Corporate Trust Services Re: The Custody Agreement, dated as of March 1, 2003, among Bank One, N.A., the Trustee of the Mortgage Loans (the "Trustee"), Xxxxx Fargo Bank Minnesota, N.A. (the "Custodian"), Xxxxx Fargo Home Mortgage, Inc. (the "Servicer").
Ladies and Gentlemen. The undersigned hereby gives notice pursuant to Section 3.2 of the Credit Agreement that it requests an extension or conversion of a Revolving Loan outstanding under the Credit Agreement, and in connection therewith sets forth below the terms on which such extension or conversion is requested to be made: