Fee Letters Borrowers shall pay all fees set forth in any fee letter executed in connection with this Agreement.
Side Letters All side letters are non-enforceable as of the effective date of this MOU unless the parties expressly add them to the MOU.
Accountants' Letters The parties hereto shall cooperate with Ernst & Young LLP in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letters required by the Underwriting Agreement and the Certificate Purchase Agreement.
Fee Letter The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Fee Letter and to perform any other obligations contained therein.
Management Letters Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;
Accountant's Letter On the Effective Date you shall have received from PricewaterhouseCoopers LLP a letter, in form and substance satisfactory to you in all respects (including the nonmaterial nature of the changes and decreases, if any, referred to in clause (iii) herein), advising that:
(i) they are independent certified public accountants as required by the Securities Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them;
(ii) it is their opinion that the financial statements and supporting schedules filed as part of the Registration Statement and those included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Regulations relating to financial statements in the registration statement on Form S-11;
(iii) based on the limited review set forth in detail in such letter, nothing came to their attention that caused them to believe that during the period from the date of the balance sheet of the Company contained in the Prospectus to a specified date not more than five (5) days prior to the date on which the Registration Statement initially becomes effective, there was any change in the stockholder's equity, liabilities or net assets of the Company as compared with the amounts shown in such balance sheet other than as such change may have been contemplated by or set forth in the Registration Statement or Prospectus;
(iv) based on procedures consisting of a reading of the percentages and dollar amounts and related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (including Table VI included as an exhibit to the Registration Statement), and all dollar amounts in the related notes referenced therein, inquiry of officers and other employees of the corporate general partner of Corporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a California limited partnership, Corporate Property Associates 5, Corporate Property Associates 6 - a California limited partnership, Corporate Property Associates 7 - a California limited partnership, Corporate Property Associates 8, L.P., and Corporate Property Associates 9, L.P., (collectively the "CPA(R) Partnerships") and the officers and other employees of Corporate Property Associates 10 Incorporated, Xxxxx Institutional Properties Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 14, Incorporated and Corporate Property Associates 15 Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have found such percentages and dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and
(v) they have conducted such other procedures as may be mutually agreed by the Company, Selected Dealers and Selected Investment Advisors.
Ratings Letters The Depositor will have received ratings letters from the Rating Agencies that assign the ratings to the Offered Notes at least as high as the ratings stated in the Terms Annex.
Auditors’ Management Letters Promptly after the receipt thereof, any auditors’ management letters are received by the Borrower or by its accountants;
Commitment Letter Provide all items and pay all amounts required by the Commitment Letter. If any term of the Commitment Letter shall conflict with the terms of this Agreement, this Agreement shall govern and control. As to any matter contained in the Commitment Letter, and as to which no mention is made in this Agreement or the other Loan Documents, the Commitment Letter shall continue to be in effect and shall survive the execution of this Agreement and all other Loan Documents.
Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.