Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that:
(i) The Indenture Trustee is a banking corporation validly existing under the laws of the State of New York
(ii) The Indenture Trustee has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Document.
(iii) No approval, authorization or other action by or filing with any governmental authority of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party.
(iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee.
(v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms.
(vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture.
(vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proce...
Indenture Trustee Opinion. Xxxxxxx and Xxxxxx LLP, counsel to the Indenture Trustee, will have delivered their written opinion about certain corporate matters relating to the Indenture Trustee.
Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositors and Ford Credit of Emmet, Xxxxxx Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that:
(i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New York and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes.
(ii) The Indenture Trustee has all necessary power and authority to enter into, and perform its obligations under, the Indenture Supplement and has duly authorized, executed and delivered the Base Indenture and the Indenture Supplement.
(iii) Each of the Base Indenture and the Indenture Supplement constitutes a legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the 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).
(iv) The performance by the Indenture Trustee of the obligations under the Indenture does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound.
(v) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture.
(vi) Neither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any...
Indenture Trustee Opinion. Xxxxx, Xxxxxx & Xxxxxx LLP, counsel to the Indenture Trustee, about certain corporate matters relating to the Indenture Trustee.
Indenture Trustee Opinion. Xxxxx Peabody LLP, counsel to the Indenture Trustee, will have delivered their written opinion about certain corporate matters relating to the Indenture Trustee.
Indenture Trustee Opinion counsel to the Indenture Trustee, will have delivered their written opinion about certain corporate matters relating to the Indenture Trustee.
Indenture Trustee Opinion. The Underwriters will have received an opinion or opinions of Gulkowitz Xxxxxx LLP, special New York counsel to the Indenture Trustee, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.
Indenture Trustee Opinion counsel to the Indenture Trustee, about certain corporate matters relating to the Indenture Trustee.
