thereof Sample Clauses

thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12, 2008 (the “Pricing Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Act, which, pursuant to Form S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (together with the Basic Prospectus, the “Final Supplemented Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Documents and the Current Report on Form 8-K of the Company dated November 12, 2008 (the “Exchange Act Documents”), each as filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on November 12, 2008 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the “Pricing Disclosure Package.” In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of...

thereof. Counterparty (i) is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies involving a security or securities; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (iii) has total assets of at least USD 50 million as of the date hereof.

thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing Xxxxxment, appointment of a successor to Wxxxx Fargo Bank as a Servicer or the transfer and assumption of servxxxxx by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (x) xll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by Xxxxx Fargo Bank as ...

thereof. The Escrow Account shall not be a part of the Trust Fund.

thereof. All payments due from the Lessee under the Lease as Basic Rent, Renewal Rent and Supplemental Rent, collectively. Rent Payment Date. Each January 15 and July 15 commencing on January 15, 1999, and the last day of the Basic Term.

thereof. The Audit Authority shall be functionally independent of the National Focal Point and the Certifying Authority.

thereof. Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all purposes under the Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicab...

thereof. Those facilities specified in subparagraph (3) thereof to the extent that they serve the purposes of water conservation in the Delta, water supply in the Delta, and transfer of water across the Delta.