Common use of Underwriters Counsel Opinion Clause in Contracts

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Xxxxxxxx & Xxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor Depositors will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Xxxxxxxx & Xxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Xxxxxxxx & Xxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to regarding the validity of the Publicly Registered Notes and such the other related matters as the Representatives require and the Depositor Depositors will have furnished or caused to be furnished to such the counsel such the documents as they may reasonably request for the purpose of enabling them to pass upon such give an opinion on those matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Xxxxxxxx & Xxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Settlement Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, dated the Closing Settlement Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor Depositors will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus, on which each Underwriter that is also a TALF Agent will be entitled to rely in its capacity as a TALF Agent.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus, on which each Underwriter that is also a TALF Agent will be entitled to rely in its capacity as a TALF Agent.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Xxxxxxxx & Xxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor Depositors will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Xxxxxxxx & Xxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such the other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such the counsel such the documents as they may reasonably request for the purpose of enabling them to pass upon such the matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

Underwriters Counsel Opinion. The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx Kxxxxxxx & Exxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor Depositors will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx Kxxxxxxx & Exxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.