Ladies and Gentlemen definition

Ladies and Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to:

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. 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. 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: EXHIBIT I to Revolving Credit Agreement FORM OF GUARANTEE AGREEMENT March 15, 2000 Continental Airlines Pass Through Trust 2000-1C-1-O Ladies and Gentlemen: In consideration of the Revolving Credit Agreement (the "Agreement") dated as of March 15, 2000 between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust 2000-1C-1-O ("Counterparty"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & Co., a Delaware corporation (hereinafter "MSDW"), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by M...

Ladies and Gentlemen. We have acted as special counsel to the Banks party to the Credit Agreement in connection with the execution and delivery of the Credit Agreement. This opinion is delivered to you pursuant to Section 5.04(v) of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have the respective meanings set forth in the Credit Agreement unless otherwise defined herein. In connection with this opinion, we have examined the originals, or certified, conformed or reproduction copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinions hereinafter expressed. In stating our opinion, we have assumed the genuineness of all signatures on original or certified copies, the authenticity of documents submitted to us as originals and the conformity to original or certified copies of all copies submitted to us as certified or reproduction copies. We have also assumed, for purposes of the opinions expressed herein, that the parties to the Credit Agreement have the corporate power and authority to enter into and perform the Credit Agreement and that the Credit Agreement has been duly authorized, executed and delivered by each such party. Based upon the foregoing, and subject to the limitations set forth herein, we are of the opinion that the Credit Agreement constitutes the legal, valid and binding obligation of the Borrower and the Account Party enforceable in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by equity principles (regardless of whether enforcement is sought in equity or at law). We have not been requested to render and, with your permission, we express no opinion as to the applicability to the obligations of the Borrower and the Account Party under the Credit Agreement of Section 548 of the Bankruptcy Code and Article 10 of the New York Debtor & Creditor Law relating to fraudulent transfers and obligations. This opinion is limited to the federal law of the United States of America and the law of the State of New York. Very truly yours, /s/ White & Case LLP ------------------ White & Case LLP EXHIBIT D FORM OF OFFICERS' CERTIFICATE I, the undersigned, [President/Vice President] of __________, a [corporation] organized and existing under the laws of ____________ (the "Company"), do hereby certify on behalf of the Compan...

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.

Ladies and Gentlemen. We refer to the collection account established by the Borrower pursuant to the Loan Agreement, at the Collection Bank, Providence, Rhode Island, Account No. [ACCOUNT #], ABA# [ABA #], [sub]account identified with respect to Eligible Assets pledged to the Lender (the "COLLECTION ACCOUNT"), which the Borrower maintains in accordance with the Loan Agreement. From time to time, certain third-party servicers (each a "SUBSERVICER") and trustees (each a "TRUSTEE") will deposit funds received in accordance with a related servicing agreement or governing agreement into the Collection Account pursuant to an instruction letter signed by the Borrower and acknowledged by such Subservicer or Trustee. Greenwich Capital Financial Products, Inc. (the "LENDER") has established a secured loan arrangement with the Borrower. By its execution of this letter, the Collection Bank and the Borrower acknowledges that the Borrower has granted a security interest in all of the Borrower's right, title and interest in and to the Collection Account and any funds from time to time on deposit therein with respect to such Eligible Assets, that such funds are received by the Collection Bank in trust for the benefit of Lender and, except as provided below, are for application against the Borrower's liabilities to Lender. By the Collection Bank's and the Borrower's execution of this letter, each party agrees: (a) that all funds from time to time hereafter in the Collection Account are the property of the Borrower held in trust for the benefit of, and subject to a security interest in favor of, the Lender; (b) that neither the Collection Bank nor the Borrower will exercise any right of set-off, banker's lien or any similar right in connection with such funds PROVIDED, that in the event any check is returned to the Collection Bank or the Borrower because of insufficient funds (or is otherwise unpaid) such party shall be entitled to set off the amount of any such returned check; (c) that unless the Lender shall have expressly consented in writing, the Borrower will not withdraw, nor shall the Collection Bank permit the Borrower or any other person or entity to withdraw or transfer funds from the Collection Account; and (d) that if the Lender shall notify the Collection Bank that an event of default has occurred and is continuing under the Lender's secured lending arrangement with the Borrower, the Collection Bank shall cause or permit withdrawals from the Collection Account in any other manner as...

Ladies and Gentlemen. For value received, the undersigned hereby irrevocably transfers to: