Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to:
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 $624,652,139 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. We have acted as special counsel to the Company and have provided this opinion pursuant to the Fourth Amendment to Note Purchase Agreement, dated as of December 1, 1999 (the "Fourth Amendment"), among the Company and the Persons listed on Annex 1 thereto (the "Holders"), in respect of the separate Note Purchase Agreements, each dated as of March 25, 1997 (collectively, as amended by the First Amendment to Note Purchase Agreement dated as of December 12, 1997, the Second Amendment to Note Purchase Agreement dated as of July 1, 1998 and the Third Amendment to Note Purchase Agreement dated as of April 13, 1999, the "Existing Note Agreement", and as further amended by the Fourth Amendment, the "Amended Note Agreement"), between the Company and each of the Persons listed on Annex 1 thereto (the "Purchasers"), pursuant to which the Company sold to the Purchasers the Original Notes in the aggregate principal amount of $71,750,000. The capitalized terms used herein and not defined herein have the meanings specified in the Amended Note 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 (2) below, we have assumed that the laws of the State of New York as to the enforceability of the Amended Note Agreement and the Notes are not different from the State of Michigan (excluding the choice of law rules). 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 Holders 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.
Examples of Ladies and Gentlemen in a sentence
Ladies and Gentlemen: Having carefully examined all the specifications and requirements of this RFP and any attachments thereto, the undersigned proposes to furnish the products/services required pursuant to the above- referenced RFP upon the terms quoted below.
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”).
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. 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.
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 special counsel to the Company in connection with the execution and delivery by the Company of the Securities Purchase Agreement, dated as of __________, 2005, by and among the Company and the Purchasers (the "Securities Purchase Agreement"), the Securities and Subsidiary Securities delivered pursuant thereto, the Registration Rights Agreements, dated as of ____________, 2005, by and among the Company and the Purchasers (the "Registration Rights Agreements"), and the warrants delivered pursuant to the Securities Purchase Agreement (the "Warrants"). The Securities Purchase Agreement, the Registration Rights Agreements and the Warrants are sometimes hereinafter referred to as the "Transaction Documents". This opinion is being rendered to you pursuant to Section 3.4 of the Securities Purchase Agreement. Capitalized terms not otherwise defined herein have the respective meanings ascribed to them in the Securities Purchase Agreement. We are not the Company's general counsel, and we are not the Company's outside counsel for all purposes. We have not previously represented the Company for any purpose whatsoever, and we expect that we will only represent the Company in the future on such discreet matters as may be referred to us from time to time by senior officers of the Company. Furthermore, we have not heretofore represented the Company in connection with its Commission Documents or any transactions which it has effected to date. Consequently, no inference should be drawn concerning our knowledge of the Company or its affairs from the fact that we are special counsel to the Company in this matter. In connection with this opinion, we have examined the Articles of Incorporation, as amended, and By-laws of the Company (collectively, the "Charter Documents"), and we have reviewed the Transaction Documents, including the schedules and exhibits thereto, if any. In connection with this opinion, we also have relied on the following documents:
Ladies and Gentlemen. Chase Manhattan Acceptance Corporation ("CMAC") hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee's nominee of the Multi-Class Mortgage Pass-Through Certificates, Series [ ], Class A-R described in the Transferee's Letter to which this Consent is appended, notwithstanding CMAC's knowledge that the Transferee is not a U.S. Person (as defined in such Transferee's Letter). CHASE MANHATTAN ACCEPTANCE CORPORATION Dated:______________________________ By:_______________________ EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS To: [Citibank, N.A.] 000 Xxxx Xxxxxx 5th Floor, Zone 1 Xxx Xxxx, XX 00000 [Citibank, N.A.] Re: In connection with the administration of the Mortgage Loans held by you, as Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated. Mortgage Loan Number: Mortgagor Name, Address & Zip Code: Reason for Requesting Documents (check one): _______ 1. Mortgage Paid in Full _______ 2. Foreclosure _______ 3. Substitution _______ 4. Other Liquidation _______ 5. Nonliquidation Reason:_____________________________ By:_________________________________ (authorized signer) Issuer:_____________________________ Address:____________________________ ____________________________________ Date:_______________________________ Trustee [Citibank, N.A.] Please acknowledge the execution of the above request by your signature and date below: __________________________________ ____________________________________ Signature Date Documents returned to Trustee: __________________________________ ____________________________________ Trustee Date EXHIBIT M TRANSFEREE ERISA REPRESENTATION LETTER [DATE] Chase Manhattan Acceptance Corporation 000 Xxxx Xxxxxxxxx Third Floor Woodcliff Lake, NJ 07675 Re: Chase Manhattan Acceptance Corporation, Multi-Class Mortgage Pass-Through Certificates, Series [ ], [Class B- ] Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from _________________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificate") of Multi-Class Mortgage Pass-Through Certificates, Series [ ], [Class B-__] (the "Certificates"), issued pursuant to a pooling and servicing agreement, dated as of [DATE] (the "Pooling and Servicing Agreement"), among Chase Manhattan Acc...
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:
Ladies and Gentlemen. [___________________] (the "Servicer") is servicing certain mortgage loans for Seller pursuant to that certain Servicing Agreement between the Servicer and Seller. Pursuant to the Repurchase Agreement between Buyer and Seller, the Servicer is hereby notified that Seller has pledged to Buyer certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of Buyer. Upon receipt of a Notice of Event of Default from Buyer in which Buyer shall identify the mortgage loans which are then pledged to Buyer under the Repurchase 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 Buyer, and remit such collections in accordance with Buyer's written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Buyer with respect to the Mortgage Loans, and shall deliver to Buyer any information with respect to the Mortgage Loans reasonably requested by Buyer. Notwithstanding any contrary information which may be delivered to the Servicer by Seller, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by Buyer, and Seller 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.