Dear Ladies and Gentlemen. We have acted as special counsel to U.S. Bank Trust National Association as trustee (the "Trustee") in connection with a Standard Terms For Trust Agreements, dated as of January 16, 2001 (as supplemented by the Series Supplement, Series 2004-5 dated as of February 25, 2004, and collectively referred to herein as the "Trust Agreement"), between Lehman ABS Corporation, a Delaware corporation (the "Depositor") anx xxx Trustee. Pursuant to the Trust Agreement, the Trust shall issue certain Certificates on the Closing Date (the "Securities"). For purposes of giving the opinion hereinafter set forth, we have examined executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the Trust Agreement, the Securities, the Securities Account Control Agreement dated as of the date hereof (the "Control Agreement") among the Depositor, the Trustee and U.S. Bank Trust National Association, as securities intermediary (the "Securities Intermediary") and the ISDA Master Agreement between the Trust and Lehman Brothers Special Financing Inc. (the "Swap Counterparty"), txx Xxxedule thereto and the Confirmation thereunder, each dated as of the date hereof (collectively, the "Swap Agreement", which together with the Trust Agreement, the Securities, and the Control Agreement are hereinafter collectively referred to herein as the "Documents"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Documents, as applicable. We have also obtained or have been furnished with, and have relied exclusively upon, the Trust Permit and the Charter of the Office of the Comptroller of the Currency in rendering this opinion. We have made no other investigations or examinations in rendering this opinion, and our opinions expressed herein are solely in reliance on the aforementioned documents and on the Documents. With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents DORSEY & WHITNEY LLP o WWW.DORSEY.COM o T 612.340.2600 o F 712.340.0000 XXXXE 1500 x 00 XXXXX XXXTH STREET o MINNEAPOLIS, MINNESOTA 55402-1498 XXX XXXXXA EUROPE ASIA Lehman Brothers Inc. [GRAPHXX XXXTTED] Lehman ABS Corporation Standard and Poor's, a Division of The McGxxx-Xxll Companies, Inc. Moody's Investors Service, Inc. Februxxx 00, 0004 Page 2 submitxxx xx us as originals are authentic, and (iii) all documents submitted to us as copies conform with the...
Dear Ladies and Gentlemen. As a Bank party to the Second Amended and Restated Credit Agreement, we have agreed with the Company pursuant to Section 12.13 of the Second Amended and Restated Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company or any of its Subsidiaries as being confidential at the time the same is delivered to us pursuant to the Second Amended and Restated Credit Agreement. As provided in said Section 12.13, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Second Amended and Restated Credit Agreement)] [assignee Bank], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in CONFIDENTIALITY AGREEMENT accordance with safe and sound banking practices, to keep such information confidential, PROVIDED that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Banks or the Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Agent or any other Bank, (v) in connection with any litigation to which you or any one or more of the Banks or the Agent are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 12.13(a) of the Second Amended and Restated Credit Agreement (provided that you shall not disclose any non-public information delivered pursuant to this Confidentiality Agreement to any subsidiary of your which is generally engaged in securities business other than in connection with (x) Commodity Hedging Agreements or Interest Rate Protection Agreements permitted pursuant to Section 9.08(f) of the Second Amended and Restated Credit Agreement or (y) the syndication or part...
Dear Ladies and Gentlemen. The undersigned has been advised that you or another person or entity are about to purchase the interest of Burger King Limited Partnership I in the Property. In connection with such acquisition, the undersigned hereby represents and certifies to you that:
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Van Buren St. Battle Creek, MI 49017 Dear Ladies and Gentlemen: I/We, the undersigned, acknowledge by this sworn and notarized statement disclosing any familial relationship (or lack of a relationship) that exists between the Owner or any employee of the bidder and any member of the Board of Education of the BATTLE CREEK PUBLIC SCHOOLS or the Superintendent of the School District.
Rio Salado Parkway Suite 1000, Tempe, AZ 85281 United States of America 10 August 2021 Dear Ladies and Gentlemen Recommended merger of Avast plc (“Avast”) with NortonLifeLock Inc.
Maniglio-Calcagno/Storelli/Spingola Bellinzona, 14 June 2004, Christiana Storelli, spokesperson APPENDIX 11 STATEMENTby Ms Ruzan ALAVERDYAN, Deputy Minister of urban Development of Armenia Honourable Mr Chairman, Dear Ladies and Gentlemen.
On Right-hand panel look for Files and click on All Files Auditor & Actuary Year-End Reports: The financial audit for the period ending December 31, 2021, will be ready for review and approval at the June meeting and will be filed with the Departments of Insurance and Community Affairs by the June 30th deadline.
Dear Ladies and Gentlemen: The Bond Market Association1 (“Association ”) and its Primary Dealers Committee2 welcome this opportunity to comment on the Treasury Department’s (“Treasury”) Advance Notice of Proposed Rulemaking with regard to the Sale and Issue of Marketable Book-Entry Treasury Bills, Notes, and Bonds; Calculation of Net Long Position and 35 Percent Limit, 31 CFR Part 356, July 19, 2001 (the “Proposed Rulemaking”).
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Dear Ladies and Gentlemen. We have acted as local counsel to Washington Oregon Wireless LLC (the "Company") in connection with the Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (the "Loan Documents"):
Dear Ladies and Gentlemen. We have acted as counsel to the Orbitex Info-Tech & Communications Fund (the "Info-Tech Fund") and the Orbitex Emerging Technology Fund, (the "Technology Fund" and together, with the Info-Tech Fund, the "Acquired Orbitex Funds"), each of which is a separate portfolio of the Orbitex Group of Funds (the "Orbitex Trust"), a Delaware business trust, and the Saratoga Technology & Communications Portfolio (the "Saratoga Fund"), a newly formed separate portfolio of the Saratoga Advantage Trust (the "Saratoga Trust"), a Delaware business trust, in connection with the proposed transfer of substantially all of the assets of each of the Acquired Orbitex Funds to the Saratoga Fund and certain other transactions related thereto pursuant to and in accordance with the terms of the Reorganization Agreement (the "Reorganization"). You have requested that we provide pursuant to Sections 7.7 and 8.9 of the Reorganization Agreement an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"). In connection with rendering these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 (the "Registration Statement") and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Saratoga Capital Management I, LLC and Orbitex Management, Inc. (the "Advisers") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated October 30, 2002, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to
Dear Ladies and Gentlemen. Pursuant to Section 1(b) of that certain Board Representation Agreement (the “Board Representation and Standstill Agreement”), dated as of [●], 2016, by and among , a , the “Company”), , a (“X”), , a (“Y”) and , a (“Z” and, together with [X] and [Y], the “Holders”), the Holders have exercised their right to appoint the undersigned as an observer (the “Board Observer”) to the board of directors of the Company (the “Board”), although the individual serving as the Board Observer may be changed from time to pursuant to the terms of the Board Representation and Standstill Agreement and upon such other individual signing a confidentiality agreement in substantially the form hereof. The Board Observer acknowledges that at the meetings of the Board and at other times the Board Observer may be provided with and otherwise have access to non-public information concerning the Company and its Affiliates. Capitalized terms used but not otherwise defined herein, shall have the respective meanings ascribed therefor in the Board Representation and Standstill Agreement. In consideration for and as a condition to the Company furnishing access to such information, the Board Observer hereby agrees to the terms and conditions set forth in this letter agreement (the “Agreement”):
Dear Ladies and Gentlemen. This certificate is delivered to request a transfer of $________ principal amount of the 8% Class B Junior Secured Subordinated Debentures due 2009 (the "Debentures") of UMT Holdings, L.P. (the "Issuer"). Upon transfer, the Debentures would be registered in the name of the new beneficial owner as follows: Name: --------------------------------------- Address: ----------------------------------- Taxpayer ID Number: ------------------------- The undersigned represents and warrants to you that:
Dear Ladies and Gentlemen. This letter relates to U.S. $_____________ principal amount of Debentures represented by a Security (the "Legended Security") which bears a legend outlining restrictions upon transfer of such Legended Security. Pursuant to Section 2.01 of the Indenture dated as of April 21, 2004 (the "Indenture") relating to the Debentures, we hereby certify that we are (or we will hold such Debentures on behalf of) a person outside the United States to whom the Debentures could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Debentures, all in the manner provided for in the Indenture. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, ---------------------------------------- [Name of Holder] By: ------------------------------------ Authorized Signature
Dear Ladies and Gentlemen. We (the "Representatives") understand that Bergen Capital Trust I (the "Trust"), a statutory business trust organized under the laws of the State of Delaware, proposes to issue and sell 12,000,000 shares of 7.80% Trust Originated Preferred Securities (the "Preferred Securities") of the Trust (such Preferred Securities being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Trust has agreed to sell to the underwriters named below (the "Underwriters"), and the Underwriters have agreed, severally and not jointly, to purchase from the Trust, the respective amounts of Underwritten Securities set forth below opposite their respective names. Underwriter Number of Shares of Underwritten Securities -------------------------------------------------------------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,278,000 Banc of America Securities LLC 1,267,000 X.X. Xxxxxxx & Sons, Inc. 1,267,000 Xxxxxxx, Xxxxx & Co. 1,267,000 Xxxxxx Xxxxxxx & Co. Incorporated 1,267,000 PaineWebber Incorporated 1,267,000 Prudential Securities Incorporated 1,267,000 ABN AMRO Incorporated 120,000 BT Alex. Xxxxx Incorporated 120,000 Xxxxxx X. Xxxxx & Co. Incorporated 120,000 Bear, Xxxxxxx & Co. Inc. 120,000 CIBC World Markets Corp. 120,000 Xxxx Xxxxxxxx Incorporated 120,000 Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation 120,000 EVEREN Securities, Inc. 120,000 First Union Capital Markets Corp. 120,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 120,000 Xxxxxxx Xxxxx & Associates, Inc. 120,000 U.S. Bancorp Xxxxx Xxxxxxx Inc. 120,000 Advest, Inc. 60,000 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx 60,000 X.X. Xxxxxxxx & Co. 60,000 Xxxxxxx, Xxxxxx & Co. 60,000 X. X. Xxxxxxxx & Co. 60,000 Xxxxxxxxxx & Co. Inc. 60,000 Fifth Third Securities, Inc. 60,000 First Albany Corporation 60,000 Fleet Securities, Inc. 60,000 Gibraltar Securities Co. 60,000 Gruntal & Co., L.L.C. 60,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 60,000 Xxxx Xxxxxx Investments, Inc. 60,000 Xxxxx Xxxxxx Investments LLC 60,000 Xxxxxx Xxxxxxxxxx Xxxxx Inc. 60,000 Xxxxxxxxxxx, Pettis, Smith, Polian Inc. 60,000 McDonald Investments Inc. 60,000 Mesirow Financial, Inc. 60,000 Xxxxxx Xxxxxx & Company, Inc. 60,000 OLDE Discount Corporation 60,000 Xxxxxx/Hunter Incorporated 60,000 The Xxxxxxxx-Xxxxxxxx Company, LLC 60,000 Xxxxxxxx Inc. 60,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 60,000 Stone & Xxxxxxxxx 60,0...
Dear Ladies and Gentlemen. Notice is hereby given to you as the present holder of the tenant’s interest under the Lease that DEUTSCHE PFANDBRIEFBANK AG, as administrative agent (“Administrative Agent”) for certain lenders (together with any co-lender under the Loan and their respective successors and assigns, participants and co-lenders as their interest may appear, collectively, “Lender”) continues to make a mortgage loan (the “Loan”) to Landlord, as borrower, which Loan is secured by one or more Mortgage, Assignment of Leases and Rents and Security Agreements (as each may have been amended, restated, supplemented or modified from time to time, collectively, the “Security Instrument”) covering, among other things, the fee estate of Landlord in the Property, as more particularly described therein. As further and additional security for the Loan, the Lease was collaterally assigned by Landlord to Lender pursuant to the provisions of the Security Instrument and (i) that certain Amended and Restated Senior Loan Agreement dated as of [___________], 2023 (the “Closing Date”), by and among Landlord, Administrative Agent and Xxxxxx executed in connection therewith, (ii) that certain Xxxxxxx and Restated Building Loan Agreement dated as of March 7, 2019, by and among Landlord, ACTIVE 41591362v9 Administrative Agent and Xxxxxx executed in connection therewith, and (iii) that certain Supplemental Building Loan Agreement dated as of the Closing Date, by and among Landlord, Administrative Agent and Xxxxxx executed in connection therewith (as each may have been amended, restated, supplemented or modified from time to time, collectively, the “Loan Agreement”). From the date of this letter, any and all unpaid rent as well as future rent, or any other amounts due under the terms of your Lease shall be directed as follows: (1) If the payment is made by wire transfer, transfer the applicable funds to the following account: Bank: [___________] Bank Address: [___________] Account Name: [___________] Account No.: [___________] ABA No.: [___________] (2) If the payment is made by check, deliver as follows. Include company name, address, street address, city, state and zip code. [___________] [___________] [___________] Any and all payments of rent (or other sums due under your Lease) hereafter paid to any party other than Lender shall not relieve you of the obligation of making such payment to Lender. The Security Instrument contains a section referring to Section 291-f of the Real Property Law of New Yo...