Updating of legal opinions. On each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer, to the Dealers from legal advisers (approved by the Dealers) in the Kingdom of Norway and England. In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus Regulation), the Issuer will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer, to the Dealers from legal advisers (approved by the Dealers) in such jurisdictions (including the Kingdom of Norway and/or England) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Updating of legal opinions. On each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the Guarantors, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)) in the Republic of Italy, the United States of America and England. In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus Directive), the Issuer, failing which the Guarantors, will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer failing which the Guarantors, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)) in such jurisdictions (including the Republic of Italy, the United States of America and/or England) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Updating of legal opinions. On each occasion when the Base Prospectus is updated or amended or upon reasonable request of the Arranger (indicating the reason for such request) (other than by an amendment or supplement (i) providing solely for the specification of the terms of any Covered Bonds or (ii) setting forth or incorporating by reference information contained in any documents incorporated into the Base Prospectus by reference including, but not limited to, financial statements or other financial information, unless, in the case of (ii) above, in the Arranger's reasonable judgment, such financial statements or other financial information are of such a nature that an opinion of counsel should be furnished), the Issuer will, upon the reasonable request of the Arranger, procure that a further legal opinion or further legal opinions, in such form and with such content as the Arranger may reasonably require, are delivered, at the expense of the Issuer, to the Arranger, the Dealers and the Security Trustee by legal advisers in the Netherlands and/or such other jurisdictions as the Dealers and/or the Security Trustee may (acting reasonably) require. If at or prior to the time of any agreement to issue and purchase Covered Bonds under Clause 2 such a request is made with respect to the Covered Bonds to be issued, the receipt of the relevant opinion or opinions by the Arranger, the relevant Dealer and the Security Trustee in a form satisfactory to the Arranger, such Dealer and the Security Trustee shall be a further condition precedent to the issue of those Covered Bonds to that Dealer.
Updating of legal opinions. On each occasion on which the Prospectus is updated or supplemented pursuant to Clause 5.2, the Issuer shall procure that legal opinions in such form and with such content as the Dealers may reasonably require, is delivered, at the expense of the Issuer, to the Dealers from legal advisers in the jurisdiction of the Issuer. In addition, on such other occasions as a Dealer reasonably so requests, the Issuer will procure that a legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer, to the Dealers from legal advisers in the jurisdiction of the Issuer. If at or prior to the time of any payment of net issue proceeds as set forth in Clause 2.2.2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions in a form satisfactory to the Relevant Dealer shall be a condition precedent to the issue of those Notes to that Dealer.
Updating of legal opinions. Before the first issue of Notes occurring after each anniversary of the date of this Agreement, the Issuer will procure that further legal opinions, in substantially the respective forms and with substantially the content as the legal opinions delivered pursuant to the Initial Documentation List, are delivered, at the expense of the Issuer, to the Dealers from legal advisers (reasonably acceptable to the Dealers) as to New York law, California law, United States federal securities law and English law. In addition, on such other occasions as a Dealer so requests the Issuer (on the basis of reasonable grounds), the Issuer will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer to the Dealers from legal advisers (approved by the Dealers) as to New York law, California law, United States federal securities law and/or English law, as the case may be. If at or prior to the time of any agreement to issue and purchase Notes under clause 2, such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Updating of legal opinions. Before the first issue of Notes occurring after the end of each annual period commencing on the date hereof and on such other occasions as a Dealer so requests in relation either to any Issuer or the Guarantor or both (on the basis of reasonable grounds), the Issuers and/or the Guarantor will procure that a further legal opinion in such form and with such content as the Dealers may reasonably require is delivered, at the expense of the Issuers (as to which each of the Issuers shall have joint and several responsibility as between itself and the Guarantor to the Dealers). If at, or prior to, the time of any agreement to issue and purchase Notes under Clause 2 such request is given in writing with respect to the Notes to be issued, the receipt of such opinion in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to the relevant Dealer.
Updating of legal opinions. Before the first issue of Covered Bonds after each update of the Prospectus after the date of this Agreement in accordance with Clause 5.2 below and (after consultation with the Bond Trustee and the Security Trustee) on such other occasions as a Dealer so requests the Issuer in connection with any agreement made or proposed to be made under Clause 2 above (on the basis that such Dealer, the Bond Trustee and the Security Trustee each reasonably considers it prudent in view of a change (or proposed change) in applicable law affecting the Issuer, the LLP, the Covered Bonds, the Transaction Documents, or in relation to an issue of Covered Bonds, a Dealer, the Bond Trustee and the Security Trustee have other reasonable grounds for the issue of a further legal opinion), the Issuer will, at its expense, procure that a further legal opinion is delivered to the Dealers and to the Bond Trustee and the Security Trustee. If at or prior to any Agreement Date such request is made with respect to the Covered Bonds to be issued, the receipt of such opinion in a form satisfactory to a particular Dealer shall be a further condition precedent to the issue of Covered Bonds to that Dealer.
Updating of legal opinions. The Issuer agrees that on such occasions as a Dealer so requests the Issuer (on the basis that such Dealer reasonably considers it desirable in view of a change (or proposed change) in applicable law affecting the Issuer, the Notes or the Transaction Documents or any Trade Documents or a Dealer has other reasonable grounds), the Issuer will procure, at its own expense, that a legal opinion and/or report by the auditors (if any) of the Issuer (relating, if applicable, to any such change or proposed change) in such form and content as the Dealer may reasonably require is delivered to the Dealer. If at or prior to any Agreement Date such request is given with respect to the Notes to be issued, the receipt of such opinion and/or such report by such auditors in a form satisfactory to a particular Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Updating of legal opinions. On each occasion when the Prospectus is updated or amended pursuant to clause 5(2)(a), each Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the relevant Issuer and in the case of RF, failing whom, RG, to the Dealers and the Trustee from legal advisers (approved by the Dealers) in England. In addition, on such other occasions as a Dealer agrees with an Issuer, the relevant Issuer and in the case of RF, failing whom, RG will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the relevant Issuer and in the case of RF, failing whom, RG to the Dealers and the Trustee from legal advisers (approved by the Dealers) in England. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
Updating of legal opinions. Before the first issue of Notes occurring after each anniversary of the date of this Agreement, the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer, to the Dealers from the counsel named in paragraph 6 of Schedule 1 or such other counsel as shall be approved by the Dealers, in their discretion reasonably exercised. In addition, on such other occasions as a Dealer agrees with the Issuer, the Issuer will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered to the Dealers from the counsel named in paragraph 6 of Schedule 1 or such other counsel as shall be approved by the Dealers, in their discretion reasonably exercised. The expense for the delivery of such opinion or opinions shall be borne as agreed between the Issuer and the relevant Dealer. If at or prior to the time of any agreement to issue and purchase Notes under Clause 2.4 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
