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") and xxx Xxustee. 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"), the Xxxxxule 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 712.340.2800 XXXXX 1500 o 00 XXXXX XXXXX STREET o MINNEAPOLIS, MINNESOTA 55402-1498 XXX XXXXXX EUROPE ASIA Lehman Brothers Inc. [GRAPHIC XXXXXED] Lehman ABS Corporation Standard and Poor's, a Division of The McGrax-Xxxx Companies, Inc. Moody's Investors Service, Inc. Februarx 00, 0000 Page 2 submittex xx xx as originals are authentic, and (iii) all documents submitted to us as copies conform with the...
Dear Ladies and Gentlemen. We have acted as counsel to the Orbitex Energy & Basic Materials Fund (the "Energy Fund"), a separate portfolio of the Orbitex Group of Funds (the "Orbitex Trust"), a Delaware business trust, and to the Saratoga Energy & Basic Materials 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 the Energy Fund 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 us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth either in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering these opinions that the information presented in such
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:
Examples of Dear Ladies and Gentlemen in a sentence
New York, NY 10017-3206 Re: TIAA Real Estate Account Form S-1 Dear Ladies and Gentlemen: We hereby consent to the use of our name under the caption “Legal Matters” in the Prospectus filed as a part of the registration statement on Form S-1 for the TIAA Real Estate Account, unless and until we revoke such consent.
St. Petersburg, FL 33716 Dear Ladies and Gentlemen: Eagle Capital Appreciation Fund, Eagle Growth & Income Fund and Eagle Series Trust, each a Massachusetts business trust, (each a “Trust”) offer, as applicable, multiple series and classes of shares of beneficial interest for sale to the public.
Anderson Re: ***** Dear Ladies and Gentlemen, INTREPID AVIATION GROUP, LLC (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Airbus A330-200 Freighter Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
Anderson RE: ***** Dear Ladies and Gentlemen, INTREPID AVIATION GROUP, LLC (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Airbus A330-200 Freighter Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.
Washington, DC 20549-6010 Dear Ladies and Gentlemen: We are the predecessor independent registered public accounting firm for Optex Systems Holdings, Inc.
More Definitions of Dear Ladies and Gentlemen
Dear Ladies and Gentlemen. As a Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement.
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. 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.
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:
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.
Dear Ladies and Gentlemen. We hereby give notice that, effective as of the date hereof, [Name of Assignor] (the "Assignor") has assigned its rights and obligations with respect to % (representing $_____________) of the Assignor's outstanding [[Revolving Credit] [Tranche A Term Loan] [Tranche B Term Loan] Commitment and] [[Revolving Credit] [Tranche A Term] [Tranche B Term] Loans] (such interest in such rights and obligations being hereinafter referred to as the "Assigned Interest") under the Credit Agreement to [Name of Assignee] (the "Assignee"). The Assignee hereby agrees (i) to become a "Lender" pursuant to Section 12.06(b) of the Credit Agreement (if not already a Lender under the Credit Agreement) and (ii) agrees to assume all the obligations of the Assignor thereunder with respect to the Assigned Interest. The address for notices, lending office(s) and payment instructions for the Assignee are as follows: Address for Notices: