Common use of Collateral Agent Opinion Clause in Contracts

Collateral Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Collateral 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 Collateral Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full limited liability company power and authority to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Collateral Agent under each Basic Document to which the Collateral Agent is a party. (ii) Each Basic Document to which the Collateral Agent is a party has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligations of the Collateral 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) Neither the execution nor delivery by the Collateral Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Collateral 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 or the Delaware Limited Liability Company Act, except such notices and approvals as have been given and remain in effect on the date hereof. (iv) The execution and delivery of each Basic Document to which the Collateral Agent is a party and the performance by the Collateral 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 or the Delaware Limited Liability Company Act, (B) the Amended and Restated Limited Liability Company Agreement of the Collateral Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Collateral Agent is a party or to which its assets are subject.

Collateral Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Collateral 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 Collateral Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full limited liability company power and authority to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Collateral Agent under each Basic Document to which the Collateral Agent is a party. (ii) Each Basic Document to which the Collateral Agent is a party has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligations of the Collateral 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) Neither the execution nor delivery by the Collateral Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Collateral 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 or the Delaware Limited Liability Company Act, except such any notices and approvals as that have been given and remain in effect on the date hereofof the opinion. (iv) The execution and delivery of each Basic Document to which the Collateral Agent is a party and the performance by the Collateral 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 or the Delaware Limited Liability Company Act, (B) the Amended and Restated Limited Liability Company Agreement of the Collateral Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Collateral Agent is a party or to which its assets are subject.

Collateral Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Collateral 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 Collateral Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full limited liability company power and authority to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Collateral Agent under each Basic Document to which the Collateral Agent is a party. (ii) Each Basic Document to which the Collateral Agent is a party has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligations of the Collateral 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) Neither the execution nor delivery by the Collateral Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Collateral 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 or the Delaware Limited Liability Company Act, except such notices and approvals as have been given and remain in effect on the date hereof. (iv) The execution and delivery of each Basic Document to which the Collateral Agent is a party and the performance by the Collateral 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 or the Delaware Limited Liability Company Act, (B) the Amended and Restated Limited Liability Company Agreement of the Collateral Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Collateral Agent is a party or to which its assets are subject.

Collateral Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Xxxxxxx _________ LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Collateral 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 Collateral Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full limited liability company power and authority to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Collateral Agent under each Basic Document to which the Collateral Agent is a party. (ii) Each Basic Document to which the Collateral Agent is a party has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligations of the Collateral 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) Neither the execution nor delivery by the Collateral Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Collateral 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 or the Delaware Limited Liability Company Act, except such notices and approvals as have been given and remain in effect on the date hereof. (iv) The execution and delivery of each Basic Document to which the Collateral Agent is a party and the performance by the Collateral 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 or the Delaware Limited Liability Company Act, (B) the Amended and Restated Limited Liability Company Agreement of the Collateral Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Collateral Agent is a party or to which its assets are subject.

Collateral Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Collateral 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 Collateral Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full limited liability company power and authority to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Collateral Agent under each Basic Document to which the Collateral Agent is a party. (ii) Each Basic Document to which the Collateral Agent is a party has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligations of the Collateral 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) Neither the execution nor delivery by the Collateral Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Collateral 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 or the Delaware Limited Liability Company Act, except such any notices and approvals as that have been given and remain in effect on the date hereofof the opinion. (iv) The execution and delivery of each Basic Document to which the Collateral Agent is a party and the performance by the Collateral 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 or the Delaware Limited Liability Company Act, (B) the Amended and Restated Limited Liability Company Agreement of the Collateral Agent, or (C) to the best of our that counsel’s knowledge, any indenture, lease, or material agreement to which the Collateral Agent is a party or to which its assets are subject.

Collateral Agent Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx & Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Collateral 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 Collateral Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full limited liability company power and authority to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Collateral Agent under each Basic Document to which the Collateral Agent is a party. (ii) Each Basic Document to which the Collateral Agent is a party has been duly authorized, executed and delivered by the Collateral Agent and constitutes the legal, valid and binding obligations of the Collateral 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) Neither the execution nor delivery by the Collateral Agent of each Basic Document to which it is a party nor the consummation of any of the transactions by the Collateral 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 or the Delaware Limited Liability Company Act, except such notices and approvals as have been given and remain in effect on the date hereof. (iv) The execution and delivery of each Basic Document to which the Collateral Agent is a party and the performance by the Collateral 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 or the Delaware Limited Liability Company Act, (B) the Amended and Restated Limited Liability Company Agreement of the Collateral Agent, or (C) to the best of our knowledge, any indenture, lease, or material agreement to which the Collateral Agent is a party or to which its assets are subject.