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. We have acted as counsel to Intersil Corporation, a Delaware corporation (the "Borrower"), Intersil Holding Corporation, a Delaware corporation ("Holdings"), Xxxxxx Semiconductor (Pennsylvania), LLC, a Delaware limited liability company ("PALLC"), Xxxxxx Semiconductor (Ohio), LLC, a Delaware limited liability company, Xxxxxx Semiconductor, LLC, a Delaware limited liability company, Choice Microsystems, Inc., a Kansas corporation, each a wholly-owned subsidiary of the Borrower (each referred to herein as a "Subsidiary Guarantor" and together as the "Subsidiary Guarantors", and together with the Borrower and Holdings, each a "Credit Party" and together the "Credit Parties"), in connection with the execution and delivery today of the Credit Agreement (the "Credit Agreement"), among the Borrower, Holdings, the financial institutions party thereto as lenders (the "Lenders"), Credit Suisse First Boston, a bank organized under the laws of Switzerland, acting through its New York branch, as administrative agent (in such capacity, the "Administrative Agent"), and as Issuing Bank (in such capacity the "Issuing Bank"), swingline lender (in such capacity, the "Swingline Lender") and collateral agent (in such capacity, the "Collateral Agent"), Xxxxxxx Xxxxx Barney Inc., as syndication agent (in such capacity, the "Syndication Agent"), and Xxxxxx Guaranty Trust of New York as documentation agent (in such capacity, the "Documentation Agent"). This opinion is delivered pursuant to Section 4.02(a)(i) of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of each of the documents (the "Credit Documents") listed on Schedule A. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, and other corporate documents as we have deemed necessary for the purpose of this opinion.

Examples of Ladies and Gentlemen in a sentence

Re: Affirmation and Undertaking Ladies and Gentlemen: This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated as of the _____ day of ______________, 20____, by and between Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).
Ladies and Gentlemen: Reference is made to the Final Prospectus of Tavia Acquisition Corp.
Ladies and Gentlemen: Reference is made to the Final Prospectus of Voyager Acquisition Corp.
Re: Affirmation and Undertaking Ladies and Gentlemen: This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated as of the ____ day of _____________, 20___, by and between Ares Dynamic Credit Allocation Fund, Inc., a Maryland corporation (the “Fund”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).
By:__________________________ Name:_______________________ Title: ________________________ EXHIBIT M TO MASTER EQUIPMENT LEASE AGREEMENT FORM OF OPINION OF XXXXXX COUNSEL Date: [Lessor] Re: Lease Schedule No. __, Between ______________ and ___________________ (the “Lessee”), To Master Equipment Lease Agreement Dated ________________ Ladies and Gentlemen: I have acted as counsel to Lessee in connection with the execution and delivery by the Lessee to you of the Lease Schedule referenced above (the "Lease").

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 Xxxxxx Xxxxxxx Capital Growth Securities ("Capital Growth"), and Xxxxxx Xxxxxxx American Opportunities Fund ("American Opportunities") in connection with the proposed transfer of substantially all of the assets of Capital Growth to American Opportunities 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 an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"), and the accuracy of the tax disclosures in the proxy statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 to the Form N-14 Registration Statement. 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 for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Xxxxxx Xxxxxxx Investment Advisors Inc ("the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated March 8, 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 documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. [XXXXX, XXXXX, XXXX & MAW LETTERHEAD] We have also assumed for purposes of rendering our opinions (i) the accuracy of, and material compliance with, the representations of the Advisor set forth in the letter referred to above, (ii) the accuracy of, and material compliance with, the representa...

Ladies and Gentlemen. [For transfers: This letter relates to $____________ principal amount of Securities which are evidenced by a Restricted Global Security (CUSIP No. 00000XXX0) and held with the Depositary in the name of Cede & Co. [and held for the benefit of _________________] (the "Beneficial Owner"). The Beneficial Owner has requested that its beneficial interest in such Securities be transferred to a Person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No. X00000XX0). In connection with such request and in respect of such Securities, the Beneficial Owner does hereby certify that upon such transfer, (a) a period of at least two years will have elapsed since November 30, 2004, (b) the Beneficial Owner during the three months preceding the date of such transfer was not an "affiliate" of the Company (as defined in Rule 144 under the Securities Act), and it was not acting on behalf of such an affiliate and (c) such Person to whom such transfer is being made is not an "affiliate" of the Company.] [For exchanges: This letter relates to $_______________ principal amount of Securities that are evidenced by a [Restricted Global Security (CUSIP No. 00000XXX0) and held with the Depositary in the name of Cede & Co. [and held for the benefit of ] ] (the "Beneficial Owner"). The Beneficial Owner has requested that its beneficial interest in such Securities be exchanged for a beneficial interest in an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No. X00000XX0). In connection with such request and in respect of such Securities, the Beneficial Owner does hereby certify that, upon such exchange, (a) it will be the beneficial owner of such Securities, (b) a period of at least two years will have elapsed since November 30, 2004 and (c) the Beneficial Owner will not be, and during the three months preceding the date of such exchange will not have been, an "affiliate" of the Company (as defined in Rule 144 under the Securities Act), and it is not acting on behalf of such an affiliate.] This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Beneficial Owner] By:_____________________________ Name: Title: EXHIBIT G FORM OF SUBORDINATION AGREEMENT THIS AGREEMENT made as of the 30th day of November, 2004 AMONG Xxxxxx Cable Inc. (the "Company"), Xxxxxx Cable Communications Inc. ("RCCI...

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 $400,177,407 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 August 1, 2001 among the Company as depositor, ABN AMRO Mortgage Group, Inc. as servicer and The Chase Manhattan 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 9:00 a.m., Chicago, Illinois time, on August 29, 2001. 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 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. 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. Series Designation: 2001-5 Terms of the Certificates and Underwriting Compensation: Original Principal or Classes Notioanl Amount Remittance Rate(1) Price to Public ------- --------------------- ------------------ --------------- Class IA-1 $ 42,145,000 5.75% * Class IA-2 $ 16,000,000 5.95% * Class IA-3 $ 33,300,000 6.20% * Class IA-4 $ 23,000,000 6.50% * Class IA-5 $ 13,655,517(2) 7.25% * Class IA-6 $ 2,831,051(2) 7.25% * Class IA-7(3) $ 20,2...

Ladies and Gentlemen. We understand that the Borrower has submitted a Request for Eximbank Disbursement to Account of Borrower ("Borrower's Request") under the above-referenced credit established by the Export-Import Bank of the United States ("Eximbank") in accordance with the Eximbank Credit Agreement dated as of __________, 1996 (the "Agreement"), between the Borrower and Eximbank. As required by the Agreement, we hereby acknowledge that the photocopies of the Eximbank Certificates attached to the Borrower's Request, details of which are specified in the Reconciliation Certificate attached hereto, are true, correct and complete copies of all Eximbank Certificates that have been issued by Eximbank to us in our capacity as "Administrative Agent" under the Lender Credit Agreement. We agree to deliver the original Eximbank Certificates no more than five (5) days after the Disbursement Date of the requested Eximbank Disbursement. Unless otherwise provided herein, the capitalized terms used and not defined in this Request for Eximbank Disbursement shall have the respective meanings specified in the Agreement. ING BANK, as Administrative Agent By: ------------------------------------ (Signature of Authorized Representative) Title: ---------------------------------- (Print) Name: ----------------------------------- (Print) ANNEX C TO EXIMBANK CREDIT AGREEMENT [FORM OF POST-COMPLETION ORMAT GUARANTY] GUARANTY DATED AS OF____________, 199_ BY ORMAT INDUSTRIES LTD. FOR THE BENEFIT OF ORMAT LEYTE CO. LTD. AND THE CHASE MANHATTAN BANK, N.A., AS COLLATERAL TRUSTEE GUARANTY (this "Guaranty"), dated as of ___________, 199__ made by ORMAT INDUSTRIES LTD., a corporation organized and existing under the laws of Israel (the "Guarantor"), in favor of ORMAT LEYTE CO. LTD., a limited partnership organized under the laws of the Republic of the Philippines (the "Borrower"), and THE CHASE MANHATTAN BANK, N.A., as the Collateral Trustee. Capitalized terms used herein and not otherwise defined have the meanings given thereto in the Eximbank Credit Agreement (as defined below).

Ladies and Gentlemen. We have acted as special counsel to the Guarantor in connection with the negotiation, execution and delivery of the Guarantee. Terms defined in the Guarantee and not otherwise defined herein shall have the meanings given to such terms in the Guarantee. This opinion is delivered to you pursuant to Section 15(a)(xi) of the Credit Facility Agreement, dated as of April 5, 2000 by and between Steelcase Financial Services Ltd. and the Bank (the "Credit Agreement"). We have reviewed the Guarantee and such other records and documents, and have given consideration to such other matters of law and fact (in accordance with the principles set forth herein), as we have deemed appropriate, in our professional judgment, to express the opinions expressed herein under the laws specified below. In our review of the Guarantee and such other records and documents, we have assumed with your permission and without independent investigation (i) that the signatures of persons signing the Guarantee are genuine, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to originals of all documents submitted to us as copies. We have also assumed the due authorization, execution and delivery of the Guarantee and the validity, binding effect and enforceability thereof by or on behalf of the parties thereto other than the Guarantor. As to factual matters material to this opinion letter, we have relied upon the factual representations and warranties of the Guarantor contained in the Guarantee and upon originals (or copies certified or otherwise identified to our satisfaction) of such records, documents, certificates and other written information as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In rendering this opinion letter, we have relied on and assumed the accuracy of the opinion letter of Xxxxxx X. Xxxxxxx, Senior Corporate Counsel of the Guarantor, delivered pursuant to Section 15(a)(xi) of the Credit Agreement, and the opinions set forth herein are subject to all applicable limitations and qualifications contained therein. Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion 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:

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