Delivery of Opinion of Counsel in Connection with ---------------------------------------------------------------------- Substitutions. --------------
(a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the appropriate Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, and/or (ii) cause the Trust Fund to fail to qualify as one or more REMICs at any time that any Certificates are outstanding.
(b) Upon discovery by the Depositor, the appropriate Seller, the Servicer or the Trustee that any Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the appropriate Seller, at such Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Loan for the affected Loan within 90 days from the discovery or (ii) repurchase the affected Loan within 90 days of such discovery in the same manner as it would repurchase a Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to such Seller the Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would release a Loan repurchased for breach of a representation or warranty contained in Section 2.03.
Delivery of Opinion of Counsel. On the Closing Date, the Seller will obtain and deliver to the Purchaser an Opinion of Counsel to the effect that all of the Receivables originated in the State of California are enforceable under California law and applicable federal laws, subject to customary exceptions.
Delivery of Opinion of Counsel in Connection with Substitutions and Non-Qualified Mortgages. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the related Delivery Date unless the Unaffiliated Seller delivers, or causes the related Originator to deliver, as applicable, to the Securities Administrator an Opinion of Counsel, at the expense of the Unaffiliated Seller or the related Originator, as applicable, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC created hereunder to fail to qualify as one or more REMICs at any time that any Certificates are outstanding.
Delivery of Opinion of Counsel. The Company hereby agrees that it hereby binds itself, if requested in writing to the aforementioned address of the Company, by the Purchaser or their designate or assignee, that it shall deliver, within five (5) days of such demand, an opinion of counsel regarding the transferability or status of the Shares; provided, however, that if the Company’s counsel requires additional information or representations from or with respect to the Purchaser and/or its designate or assignee, then such opinion shall not be required until five (5) days following the delivery of such additional information or representations.
Delivery of Opinion of Counsel. On the Closing Date, the Seller will obtain and deliver to the Purchaser an Opinion of Counsel to the effect that all of the Receivables originated in the State of California are enforceable under California law and applicable federal laws, subject to customary exceptions. ARTICLE III.
Delivery of Opinion of Counsel in Connection with Substitutions and Non-Qualified Mortgages. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the related Delivery Date unless the Unaffiliated Seller delivers, or causes the related Originator to deliver, as applicable, to the Trustee an Opinion of Counsel, at the expense of the Unaffiliated Seller or the related Originator, as applicable, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause the Trust Fund to fail to qualify as one or more REMICs at any time that any Certificates are outstanding.
Delivery of Opinion of Counsel. The Company hereby agrees that it hereby binds itself, if requested in writing to the aforementioned address of the Company, by the Purchaser or their designate or assignee, that it shall deliver, within five (5) days of such demand, an opinion of counsel of the transferability or status of such Shares for the registration or conversion of such Shares as purchased under this Agreement to be in a free tradable format as common shares to the Purchaser. In no case shall such opinion state, and the Company hereby binds itself to this obligation, that Purchaser or its designate or sub-purchaser shall have the same such enforceability rights.
Delivery of Opinion of Counsel. Unless waived by the Management Committee, the transferee delivers an opinion of counsel in form and substance and from a law firm or in-house counsel reasonably satisfactory to the Management Committee with respect to the transferee’s (i) organization and good standing in its jurisdiction of organization, (ii) legal authority to conduct its business in each jurisdiction in which the Project is or will be located, (iii) authorization to enter into this Agreement and the other Project Agreements and to perform its obligations hereunder and thereunder and (iv) compliance with its organizational and other governing instruments and documents and its financing contracts, commitments and arrangements in connection with its assumption, to the extent required by Section 10.3.1.1, of the transferor’s rights, obligations and interests under this Agreement and the other Project Agreements, and in each case subject to qualifications of legal opinions of the kind and nature used in comparable transactions; and
Delivery of Opinion of Counsel. The Seller hereby delivers to the Trustee an Opinion of Counsel, in the form of Exhibit D hereto.
Delivery of Opinion of Counsel. In connection with the Opinion of Counsel signed by special counsel to the Assuming Entity, the Assuming Entity hereby delivers to the Trustee an Opinion of Counsel, in the form of Exhibit C hereto.
