Reference to Report Sample Clauses

Reference to Report. This letter is to be interpreted in accordance with the 2007 Report on Lawyers’ Opinions in Business Transactions by the Special Joint Committee of the Section of Business Law and the Section of Real Property, Planning and Zoning of the Maryland State Bar Association, Inc., as revised on October 6, 2009. Very truly yours, [see attached] December 31, 2009 JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent for each of the Lenders party to the Loan Agreement referenced below, and each of such Lenders ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as counsel to Idearc Inc., a Delaware corporation (the “Borrower”), Idearc Information Services LLC, a Delaware limited liability company (“Info”), Idearc Media LLC, a Delaware limited liability company (“Media”), License Application Corporation, a Delaware corporation (“License”), Second License Application Corporation, a Delaware corporation (“License 2”), Idearc Media Sales-West Inc., a Delaware corporation (“Sales West”), Idearc Media Services-West Inc., a Delaware corporation (“Services West”), Idearc Media Services-East Inc., a Delaware corporation (“Services East”), Idearc Media Sales-East LLC, a Delaware limited liability company (“East LLC”), and Idearc Media Sales-East Co., a Maryland general partnership (“East Co”, and together with Info, Media, License, License 2, Sales West, Services West, Services East and East LLC, the “Subsidiary Guarantors” and, together with the Borrower, the “Loan Parties”), in connection with the execution and delivery of that certain Loan Agreement, dated as of the date hereof (the “Loan Agreement”), among the Borrower, the lenders from time to time party thereto (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Collateral Agent”), and the transactions contemplated thereby. This opinion is delivered to you pursuant to clause (b) of Article IV of the Loan Agreement. Each capitalized term used herein and not otherwise defined herein shall have the meaning specified for such term in the Loan Agreement. In connection with this opinion, we have examined executed copies of the following: (a) the Loan Agreement; (b) that certain Guarantee and Collateral Agreement dated as of the date hereof, by and among the Loan Parties and the Collateral Agent (the “Collateral Agreement”);