Gentlemen. In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:
Gentlemen. As part of the sale of the shares of Common Stock of Irving Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.
Gentlemen. We certify through our duly authorized and acting agent that the following item [or items, as the case may be] furnished by us to the Project named in the caption was [or were, as the case may be] started up, tested, and placed in operation by our authorized field representative on [enter the date on which the field representative performed the start-up, test, and placing into operation] and is [or are, as the case may be] operating properly: [List the item or items furnished to the job. Show catalogue number or numbers.]
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as tho...
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substituti...
Gentlemen. Reference is made to that certain Loan and Security Agreement, dated July __, 1997 (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for,...
Gentlemen. This certificate is submitted by the undersigned (hereinafter the "Borrower") pursuant to Sections 3.1.1.10 or 5.3.4 of the Loan Agreement. Capitalized terms used herein have the same meaning as in the Loan Agreement. The Borrower hereby certifies to the Agent and the Lenders that the following information is true, accurate and complete as of , 19 .
Gentlemen. You are hereby notified that the undersigned Lender is no longer a Lender as defined in the above referenced Servicing Control Agreement. Please acknowledge receipt of this Lender Termination Notice by executing a copy hereof as provided below and delivering it to the undersigned, with a copy to Xxxxxxxxx. XXXXXXXXX MORTGAGE HOME LOANS, INC. By: Name: Title: [LENDER] By: Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By: Name: Title: To: [SERVICER] Re: Letter Agreement dated ___________, 2005 between _____________ ("Servicer"), Xxxxxxxxx Mortgage Home Loans, Inc. ("Xxxxxxxxx") and the Lenders from time to time party thereto (the "Servicing Control Agreement")
Gentlemen. Reference is made to the above-described Lease in which the undersigned is the Tenant. We understand that you are entering into a transaction with the Landlord which relates to, among other things, this Lease; and we hereby, as a material inducement for you to enter into such transaction with Landlord, represent that:
Gentlemen. As a holder of shares of the Company's common stock ("Company Common Stock"), the undersigned is entitled to receive, in connection with the merger contemplated by the Merger Agreement, certain shares of common stock, par value $5.00 per share, of Parent ("Parent Common Stock") and cash. Further, I understand that I may be deemed an "affiliate" of the Company within the meaning of Rule 145 under the Securities Act of 1933, as amended (the "Act").
