CERTIFICATE REGARDING OPINION Clause Samples

CERTIFICATE REGARDING OPINION. This Certificate (the “Opinion Certificate”) is furnished to S▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & R▇▇▇▇▇▇▇▇ LLP (the “Law Firm”) by the undersigned Pioneer Financial Services, Inc., a Missouri corporation (“Pioneer”), Pioneer Military Lending of Nevada, L.L.C., a Nevada limited liability company (“Nevada”), Pioneer Military Lending of Georgia, L.L.C., a Georgia limited liability company (“Georgia”), Military Acceptance Corporation, Inc., a Nevada corporation (“Acceptance”) and Pioneer Funding, Inc., a Nevada corporation (“Funding”) (Pioneer, Nevada, Georgia, Acceptance and Funding are sometimes hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”) in connection with the Law Firm’s opinion dated June 12, 2009 (the “Opinion Letter”) as counsel for Borrowers addressed to UMB Bank, N.A., a national banking association (“UMB”), Southwest Bank, an M&I bank, organized as a Missouri banking corporation (“Southwest”), Arvest Bank, an Oklahoma banking corporation (“Arvest”), Commerce Bank, N.A., a national banking association (“Commerce”), First Bank, a Missouri banking corporation (“FBM”), Texas Capital Bank, N.A., a national banking association (“Texas”), SolutionsBank, a Kansas banking corporation (“Solutions”) and BancFirst, an Oklahoma banking corporation (“BF”), all of UMB, Southwest, Arvest, Commerce, FBM, Texas, Solutions and BF each being hereinafter referred to individually as a “Bank” and collectively as the “Banks” in connection with the transactions (the “Transactions”) contemplated by certain Secured Senior Lending Agreement dated June 12, 2009 by and between the Borrowers and the Banks (as so amended, the “Lending Agreement”) and pursuant to certain other Lending Documents, as defined in the Opinion Letter (“Lending Documents”). Each Borrower and each of the undersigned officer(s) of Borrower(s), hereby certifies, represents and warrants to the Law Firm as follows: All matters of fact or existence of conditions referred to in the Opinion Letter of the Law Firm and all such matters upon which such opinions contained in the Opinion Letter are based, are true and correct as of the date hereof. The undersigned representatives of the Borrowers have reviewed the Lending Agreement, the other Lending Documents and the Opinion Letter to which this Certificate is attached and each has had an opportunity to ask questions of, and receive answers from, the Law Firm concerning the content of the Lending Agreement, the other Lending Documents and ...