Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------ [Name of Transferee] ------------------------------ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell approximately $506,658,316 original principal amount of Multi-Class Mortgage Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement, dated as of June 1, 2003, among the Company, as depositor, ABN AMRO Mortgage Group, Inc., as seller and servicer, and JPMorgan Chase Bank, as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus Supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be 10:00 a.m., New York, New York time, on June 26, 2003 and the location of the closing shall be the New York City offices of Thacher Proffitt & Wood. The opinion referred to in Section 4(b) of the Xxxxxxxxxxxx Xxreexxxx shall be delivered by Thacher Proffitt & Wood, as counsel for the Company. Subject to the terxx xxx xxxxxxxxxs set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective original principal amounts of Certificates set forth opposite their names in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus and the Prospectus Supplement. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement. The Underwriters will pay their pro rata share (based upon the principal amount of Offered Certificates each of the Underwriters has agreed to purchase as indicated on Exhibit I hereto) of all fees and expenses relating to any letter of independent certified public accountants delivered in connection with the Computational Materials.
Ladies and Gentlemen. The undersigned (being herein called the "Underwriters"), understand that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $_________ original principal amount of Pass-Through Certificates described below (the "Certificates"). The Certificates will be issued under a Pooling and Servicing Agreement dated as of _______________ among the Company, as depositor, _______________, as servicer and _____________ as trustee. The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus supplement prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be _______ a.m., [Chicago, Illinois] time, on _____________. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase [, severally and not jointly,] the [respective] original principal amount[s] of Certificates set forth opposite [its] [their] name[s] in Exhibit I hereto at the purchase price set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus. Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement.
Examples of Ladies and Gentlemen in a sentence
Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.
New York, New York 10017 Ladies and Gentlemen: We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of pricing supplement no.
Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Re: Royal Bank of Canada – Medium-Term Notes, Series E Ladies and Gentlemen: We have acted as special counsel in connection with the series of senior notes set forth on Annex A hereto (the “Senior Notes”).
Howard StreetSan Francisco, CA 94105 Re: iShares Trust Funds Identified on Exhibit A Ladies and Gentlemen: We have acted as special Delaware counsel for iShares Trust, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein.
N.W. Washington, D.C. 20549 Re: Power of Attorney Ladies and Gentlemen: The undersigned hereby authorizes each of William L.
More Definitions of Ladies and Gentlemen
Ladies and Gentlemen. We have acted as counsel to Delmarva Power & Light Company, a Delaware and Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of $200,000,000 in aggregate principal amount of First Mortgage Bonds, 4.27% Series due June 15, 2048 (the “Bonds”) pursuant to the Bond Purchase Agreement, dated as of June 8, 2018 (the “Bond Purchase Agreement”), among the Company and the Purchasers. The Bonds will be issued under will be issued under the Mortgage and Deed of Trust, dated as of October 1, 1943, from the Company to The Bank of New York Mellon (ultimate successor to The New York Trust Company), as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures, including the One Hundred and Twenty-First Supplemental Indenture, dated as of June 1, 2018, relating to the issuance of the Bonds (the “Supplemental Indenture") (such Mortgage and Deed of Trust, as so amended and supplemented, the “Mortgage”). This opinion is being delivered to you in accordance with Section 4.4(a) of the Bond Purchase Agreement. Unless otherwise defined herein, capitalized terms used herein have the respective meanings provided in the Bond Purchase Agreement. We have acted as counsel for the Company in connection with the preparation, execution and delivery of the Bond Purchase Agreement. In that capacity, we have examined the following: (i) the Bond Purchase Agreement; (ii) the Mortgage; (iii) the Bonds; (iv) the Restated Certificate and Articles of Incorporation of the Company (the “Articles”); (v) the Amended and Restated Bylaws of the Company(the “Bylaws”); (vi) certified resolutions of the board of directors of the Company; (vii) Good Standing Certificates, each dated as of a recent date, from the Secretary of State of the State of Delaware (the “Delaware Good Standing Certificate”) and the Commonwealth of Virginia (the “Virginia Good Standing Certificate,” and collectively, the “Good Standing Certificates”); Exhibit 4.4(a) (to Bond Purchase Agreement)
Ladies and Gentlemen. We have acted as counsel to API, APSA and Versa Technologies, Inc. (the "Guarantor") in connection with (i) the negotiation, execution and delivery of the Agreement, the Guaranty (the "Guaranty") of the Guarantor dated the date hereof and the other documents to which they are respectively parties pursuant to the Agreement ("Loan Documents") and (ii) the borrowing by API and APSA of the initial Loans. This opinion is being delivered to you pursuant to Section 4.1(h)of the Agreement. Terms used herein which are defined in the Agreement shall have the respective meanings set forth in the Agreement unless otherwise defined herein. In giving the opinions set forth in this letter, we have (i) reviewed each of (a) the Organic Documents, as in effect on the date hereof, of API and the Guarantor, including, without limitation, the Articles of Incorporation and the By-Laws of API and the Guarantor, (b) the records of the corporate proceedings of API and the Guarantor, (c) the Agreement, the Guaranty and the other Loan Documents and (d) certificates of various state governmental authorities as to the corporate subsistence or good standing of API and the Guarantor; and (ii) examined such other documents, records and questions of law and made such other investigation and review as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. As to questions of fact material to the opinions expressed herein and as to the content and form of by-laws, minutes, and resolutions and other documents or writings, we have relied, to the extent that we have considered reasonably appropriate, upon factual representations of API's, APSA's and the Guarantor's management. We note that various issues are addressed in the legal opinion of Salans Xxxxxxxxx and Heilbronn separately provided to you, and we express no opinion with respect to those matters. With your permission we have assumed without inquiry or other investigation (i) the full capacity, power and authority of each Person (other than API and the Guarantor) to execute, deliver and perform the Agreement and the other Loan Documents, and each document heretofore executed and delivered or hereafter to be executed and delivered and to do such other acts heretofore done or hereafter to be done by such Person as contemplated by the Agreement and the other Loan Documents; (ii) the legality, validity, binding effect and enforceability as to each Person (other than API and the Guarantor) of the Agreement...
Ladies and Gentlemen. We have acted as special counsel to the Company and have provided this opinion pursuant to the separate Note Purchase Agreements, each dated as of August 1, 1996 (collectively, the "Note Purchase Agreement"), between the Company and each of the purchasers listed on Annex 1 thereto (the "Purchasers"), which provides, among other things, for the issuance and sale by the Company of its 7.99% Senior Notes due July 1, 2001, in the aggregate principal amount of Seventy Million Dollars ($70,000,000). The capitalized terms used herein and not defined herein have the meanings specified in the Note Purchase Agreement. The law covered by the opinions expressed herein is limited to the federal law of the United States and the laws of the State of Michigan. In rendering the opinion in paragraph (4) below, we have assumed that the laws of the State of Connecticut as to the enforceability of the Note Purchase Agreement and the Notes are not different from the State of Michigan (excluding the choice of law rules). In this regard, insofar as our opinions may involve the laws of the State of Connecticut, we have relied, with the Purchasers' consent, solely upon the opinion of Hebb & Xitlxx, xxunsel to the Purchasers referred to below. In our examination, we have assumed the genuineness of all signatures (other than signatures of officers of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to us as originals or copies, the conformity with originals of all documents submitted to us as copies and, as to documents executed by the Purchasers and Persons other than the Company, that each such Person executing documents had the power to enter into and perform its obligations under such documents, and that such documents have been duly authorized, executed and delivered by, and are binding upon and enforceable against, such Persons. In rendering our opinion, we have relied, without further investigation or analysis, upon certificates of officers of the Company attached hereto; warranties and representations as to certain factual matters made by the Company and by the Purchasers in the Note Purchase Agreement and in related documents delivered to the Purchasers at the Closing pursuant thereto; a letter to us and certain other Persons from the Placement Agent, describing the EXHIBIT B1-1 134 manner of the offering of the Notes (the "Offeree Letter"); and said opinion of Hebb & Xitlxx xxxh respect to all matters of Connecticut law. In ac...
Ladies and Gentlemen. We have acted as special United States counsel for TXU Australia Holdings (Partnership) Limited Partnership, a limited partnership formed under the laws of Victoria, Australia (the "Company") and the Company's general partner, TXU Australia Holdings Pty Ltd, a limited liability company incorporated under the laws of Victoria, Australia ("AGP" and hereinafter, together with the Company, the "TXUA Companies") in connection with transactions contemplated by the Underwriting Agreement dated , 2000 among the ------------ TXUA Companies and you (the "Underwriting Agreement"), including, among others, (i) the issuance by the Company of US$300,000,000 principal amount of its % Junior Maturing Principal Securities (the "Securities") pursuant to an Indenture, dated , 2000,(the "Indenture") among the Company and The Bank -------- of New York, as trustee. This opinion is being furnished to you at the request of our clients pursuant to Section 8(c) of the Underwriting Agreement. Terms not otherwise defined herein are used with the meanings ascribed to them in the Underwriting Agreement. In so acting we have participated in or reviewed the corporate proceedings in connection with the authorization, execution and delivery of the Underwriting Agreement, the Indenture, and the Securities. We have also examined such other documents and satisfied ourselves as to such other matters as we have deemed necessary as a basis for the conclusions of law contained in the opinions expressed below. We have relied as to various questions of fact upon the representations and warranties of the TXUA Companies contained in the Underwriting Agreement and, where we deemed appropriate, on certificates of public officials. We have relied upon certificates of The Bank of New York, as trustee under the Indenture as to the authentication of the Securities. In our examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as photostatic or certified copies. Upon the basis of our familiarity with these transactions and with the affairs and properties of the TXUA Companies generally, we are of the opinion that:
Ladies and Gentlemen. [SERVICER} (the "SERVICER") is servicing certain mortgage loans for the Borrowers pursuant to certain Servicing Agreements between the Servicer and the Borrowers. Pursuant to the Loan and Security Agreement between the Lender and the Borrowers, the Servicer is hereby notified that the Borrowers have pledged to the Lender certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of the Lender. Upon receipt of a Notice of Event of Default from the Lender in which the Lender shall identify the mortgage loans which are then pledged to Lender under the Loan Agreement (the "MORTGAGE LOANS"), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of the Lender, and remit such collections in accordance with the Lender's written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Lender with respect to the Mortgage Loans, and shall deliver to Lender any information with respect to the Mortgage Loans reasonably requested by Lender. Notwithstanding any contrary information which may be delivered to the Servicer by the Borrowers, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by the Lender, and the Borrowers shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default. Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to the Lender promptly upon receipt. Any notices to the Lender should be delivered to the following address: 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Xxtention: Mr. Xxxxxx Xxxxxx, with a copy to Mr. Greg Xxxxxx; Xxlephone: (212) 000-0000; Xxcsimile: (212) 761-0747. Very truly yours, HANOVER CAPITAL MORTGAGE HOLDINGS, INC. By:________________________________ Name: Title: HANOVER CAPITAL PARTNERS, LTD By:________________________________ Name: Title:
Ladies and Gentlemen. In accordance with the provisions of Sections 3.2 and 3.3 of the above referenced Custody Agreement, the undersigned, as the Custodian, hereby certifies that it has received a Mortgage File with respect to each Mortgage Loan identified on the Mortgage Loan Schedule, furthermore, the Custodian certifies that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto) it has reviewed the Mortgage Files and has determined that (subject to the exceptions set forth in the attached Exceptions Report) (i) all documents required to be delivered to it pursuant to the Custody Agreement are in its possession; (ii) such documents have been reviewed by it and appear regular on their face, related to such Mortgage Loan and in the form prescribed in the review procedures pursuant to Sections 3.2 and 3.3 and Exhibit G-2 of the Custody Agreement; (iii) based on its examination and only as to the foregoing documents, the Mortgage Loan number, the Mortgagor's name, the address of the Mortgaged Property and the original amount of the Mortgage Note set forth in the Mortgage Loan Schedule respecting such Mortgage Loan are correct; and (iv) each Mortgage Note has been endorsed as provided in Section 3.1 of the Custody Agreement, except as noted on the attached Exception Report. XXXXX FARGO BANK MINNESOTA, N.A., as Custodian By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- EXHIBIT G MORTGAGE LOAN PURCHASE AGREEMENT Copy On File With Securities Administrator EXHIBIT H AFFIDAVIT OF LOST NOTE I, ________________ being duly sworn, do hereby state under oath that:
Ladies and Gentlemen. The undersigned hereby gives notice pursuant to Section 3.2 of the Credit Agreement that it requests an extension or conversion of a Revolving Loan outstanding under the Credit Agreement, and in connection therewith sets forth below the terms on which such extension or conversion is requested to be made: