Opinion of Counsel for the Trustee. Counsel for the Trustee shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, which will include an opinion as to the compliance of the disclosure with respect to the Trustee with the requirements of Regulation AB and that such disclosure does not contain an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein (in the case of any item comprising the Time of Sale Information, when read in connection with the other items comprising the Time of Sale Information delivered to investors in the Offered Certificates as of the applicable Time of Sale), in the light of the circumstances under which they were made, not misleading.
Opinion of Counsel for the Trustee. Counsel for the Trustee shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, which will include an opinion as to the compliance of the disclosure in the Preliminary Prospectus and the Prospectus with respect to the Trustee with the requirements of Regulation AB and that such disclosure in the Preliminary Prospectus, as of the Time of Sale, and in the Prospectus, as of its date and as of the Closing Date, does not contain an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Opinion of Counsel for the Trustee. The opinion of Xxxxxxxx, Xxxxxx & Finger, or other external counsel reasonably satisfactory to the Purchasing Agent, as counsel for the trustee of the Trust (the "Trustee") to the effect set forth in Exhibit C hereto;
Opinion of Counsel for the Trustee. Counsel to the Trustee shall have furnished to the Lead Underwriters its opinion, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Lead Underwriters.
Opinion of Counsel for the Trustee. The opinion of Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the Trustee, to the effect set forth in Exhibit J.
Opinion of Counsel for the Trustee. Counsel to the Trustee shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, to the effect that:
(i) the Trustee is validly existing in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement;
(ii) there are no legal or governmental proceedings pending to which the Trustee is a party or of which any property of the Trustee is the subject which, if determined adversely to the Trustee, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Trustee enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) the Trustee has duly executed, authenticated and delivered the Certificates as provided in the Pooling and Servicing Agreement;
(v) the compliance by the Trustee with all applicable provisions of the Pooling and Servicing Agreement will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee is subject or (B) result in any violation of the provisions of the certificate of incorporation or by-laws of the Trustee or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trustee or any of its properties;
(vi) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Trustee of the trans...
Opinion of Counsel for the Trustee. The opinion of Xxxxxxxx, Xxxxxx & Finger, or other external counsel reasonably satisfactory to the Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue), as counsel for the Trustee to the effect set forth in Exhibit C hereto;
Opinion of Counsel for the Trustee the Preferred Shares Paying Agent, the Loan Obligation Manager, the CLO Servicer, Arbor Realty SR, Inc. and ARMS Equity. Prior to the placement of the Notes hereunder, the Placement Agent shall have received the opinions, dated as of the Closing Date, of the respective counsel to the Trustee, the Preferred Shares Paying Agent, the Loan Obligation Manager, the CLO Servicer, the Seller and ARMS Equity, each in form and substance reasonably satisfactory to the Placement Agent.
Opinion of Counsel for the Trustee. On the Issue Date, the Authority, the Bank and the Placement Agent shall have received an opinion of Counsel for the Trustee, addressed to them and satisfactory in form and substance to Bond Counsel stating that the Trustee is lawfully empowered, authorized and duly qualified to serve as Trustee and to perform the provisions of and to accept the trusts contemplated by the Indenture, and the Trustee has duly authorized the acceptance of the trusts contemplated by the Indenture.
Opinion of Counsel for the Trustee. The Administrative Agent shall have received from McGuire, Woods, Battle & Bootxx XXX, counsel for the Trustee, a favorable opinion, dated the Closing Date and reasonably satisfactory in form and substance to the Purchaser, the Administrative Agent and their counsel.
