Common use of Administrative Agent Opinion Clause in Contracts

Administrative Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Whitney LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Administrative Agent, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Administrative Agent has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Administrative Agent under each Basic Document to which the Administrative Agent is a party. (ii) Each Basic Document to which the Administrative Agent is a party has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligations of the Administrative Agent enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and assuming that with respect to the enforceability of the Credit and Security Agreement and the Exchange Note Supplement, the laws of the State of Delaware are the same, in all material respects, as the laws of the State of New York. (iii) The Exchange Note has been duly authenticated and delivered by the Administrative Agent in its capacity as Administrative Agent under the Credit and Security Agreement and the Exchange Note Supplement. (iv) Neither the execution nor delivery by the Administrative Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Administrative Agent contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America governing the banking or trust powers of the Administrative Agent. (v) The execution and delivery of each Basic Document to which the Administrative Agent is a party and the performance by the Administrative Agent of its terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of the Administrative Agent, (B) the Amended and Restated Articles of Association or By-Laws of the Administrative Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Administrative Agent is a party or to which its assets are subject.

Administrative Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Whitney LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Administrative Agent, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that: (i) The Administrative Agent has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Administrative Agent under each Basic Document to which the Administrative Agent is a party. (ii) Each Basic Document to which the Administrative Agent is a party has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligations of the Administrative Agent enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such the enforceability is considered in a proceeding in equity or at law) and assuming that with respect to for the enforceability of the Credit and Security Agreement and the Exchange Note Supplement, the laws of the State of Delaware are the same, in all material respects, as the laws of the State of New York. (iii) The Exchange Note has been duly authenticated and delivered by the Administrative Agent in its capacity as Administrative Agent under the Credit and Security Agreement and the Exchange Note Supplement. (iv) Neither the execution nor delivery by the Administrative Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Administrative Agent contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America governing the banking or trust powers of the Administrative Agent. (v) The execution and delivery of each Basic Document to which the Administrative Agent is a party and the performance by the Administrative Agent of its terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of the Administrative Agent, (B) the Amended and Restated Articles of Association or By-Laws of the Administrative Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Administrative Agent is a party or to which its assets are subject.

Administrative Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Whitney LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Administrative Agent, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Administrative Agent has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Administrative Agent under each Basic Document to which the Administrative Agent is a party. (ii) Each Basic Document to which the Administrative Agent is a party has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligations of the Administrative Agent enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and assuming that with respect to the enforceability of the Credit and Security Agreement and the Exchange Note Supplement, the laws of the State of Delaware are the same, in all material respects, as the laws of the State of New York. (iii) The Exchange Note has been duly authenticated and delivered by the Administrative Agent in its capacity as Administrative Agent under the Credit and Security Agreement and the Exchange Note Supplement. (iv) Neither the execution nor delivery by the Administrative Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Administrative Agent contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America governing the banking or trust powers of the Administrative Agent. (v) The execution and delivery of each Basic Document to which the Administrative Agent is a party and the performance by the Administrative Agent of its terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of the Administrative Agent, (B) the Amended and Restated Articles of Association or By-Laws of the Administrative Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Administrative Agent is a party or to which its assets are subject.

Administrative Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Whitney LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Administrative Agent, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that: (i) The Administrative Agent has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Administrative Agent under each Basic Document to which the Administrative Agent is a party. (ii) Each Basic Document to which the Administrative Agent is a party has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligations of the Administrative Agent enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such the enforceability is considered in a proceeding in equity or at law) and assuming that with respect to for the enforceability of the Credit and Security Agreement and the Exchange Note Supplement, the laws of the State of Delaware are the same, in all material respects, as the laws of the State of New York. (iii) The Exchange Note has been duly authenticated and delivered by the Administrative Agent in its capacity as Administrative Agent under the Credit and Security Agreement and the Exchange Note Supplement. (iv) Neither the execution nor delivery by the Administrative Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Administrative Agent contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America governing the banking or trust powers of the Administrative Agent. (v) The execution and delivery of each Basic Document to which the Administrative Agent is a party and the performance by the Administrative Agent of its terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of the Administrative Agent, (B) the Amended and Restated Articles of Association or By-Laws of the Administrative Agent, or (C) to the best of our that counsel’s knowledge, any indenture, lease, or material agreement to which the Administrative Agent is a party or to which its assets are subject.

Administrative Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Whitney _______ LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Administrative Agent, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Administrative Agent has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Administrative Agent under each Basic Document to which the Administrative Agent is a party. (ii) Each Basic Document to which the Administrative Agent is a party has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligations of the Administrative Agent enforceable in accordance with its their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and assuming that with respect to the enforceability of the Credit and Security Agreement and the Exchange Note Supplement, the laws of the State of Delaware are the same, in all material respects, as the laws of the State of New York. (iii) The Exchange Note has been duly authenticated and delivered by the Administrative Agent in its capacity as Administrative Agent under the Credit and Security Agreement and the Exchange Note Supplement. (iv) Neither the execution nor delivery by the Administrative Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Administrative Agent contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America governing the banking or trust powers of the Administrative Agent. (v) The execution and delivery of each Basic Document to which the Administrative Agent is a party and the performance by the Administrative Agent of its terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of the Administrative Agent, (B) the Amended and Restated Articles of Association or By-Laws of the Administrative Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Administrative Agent is a party or to which its assets are subject.

Administrative Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Whitney LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Administrative Agent, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Administrative Agent has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Administrative Agent under each Basic Document to which the Administrative Agent is a party. (ii) Each Basic Document to which the Administrative Agent is a party has been duly authorized, executed and delivered by the Administrative Agent and constitutes the legal, valid and binding obligations of the Administrative Agent enforceable in accordance with its their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and assuming that with respect to the enforceability of the Credit and Security Agreement and the Exchange Note Supplement, the laws of the State of Delaware are the same, in all material respects, as the laws of the State of New York. (iii) The Exchange Note has been duly authenticated and delivered by the Administrative Agent in its capacity as Administrative Agent under the Credit and Security Agreement and the Exchange Note Supplement. (iv) Neither the execution nor delivery by the Administrative Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Administrative Agent contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law of the United States of America governing the banking or trust powers of the Administrative Agent. (v) The execution and delivery of each Basic Document to which the Administrative Agent is a party and the performance by the Administrative Agent of its terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of the Administrative Agent, (B) the Amended and Restated Articles of Association or By-Laws of the Administrative Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Administrative Agent is a party or to which its assets are subject.