Indenture Trustee Opinion Sample Clauses

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...
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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.
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Indenture Trustee Opinion. Xxxxx, Xxxxxx & Xxxxxx LLP, counsel to the Indenture Trustee, about certain corporate matters relating to the Indenture Trustee.
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Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxx Xxxxxxx 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, based upon a certificate of good standing issued by the State of New York, is validly existing as a banking corporation in good standing under the laws of that State, and has the requisite entity power and authority to execute and deliver the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Control Agreement (the “Indenture Trustee Documents”) and to perform its obligations thereunder. (ii) Each of the Indenture Trustee Documents to which the Indenture Trustee is a party has been duly authorized by all requisite corporate action on the part of the Indenture Trustee, executed and delivered by the Indenture Trustee. (iii) Each of the Indenture Trustee Documents to which the Indenture Trustee is a party, assuming (unless opined to herein) the necessary entity power and authority, authorization, execution, authentication, payment and delivery of and by each party thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder in accordance with its terms against the Indenture Trustee. (iv) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of its certificate of incorporation or bylaws. (v) With respect to the Indenture Trustee, to such counsel’s knowledge, 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 proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially its ability to perform its obligations under any of the Indenture Trustee Documents to which it is a party. (vi) With respect to the Indenture Trustee, the performance of its obligations under each of t...
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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.
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Indenture Trustee Opinion counsel to the Indenture Trustee, will have delivered their written opinion about certain corporate matters relating to the Indenture Trustee.
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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.
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Indenture Trustee Opinion counsel to the Indenture Trustee, about certain corporate matters relating to the Indenture Trustee.
Sample 1Sample 2Sample 3See All (4)

Related to Indenture Trustee Opinion

  • Indenture Trustee Not Obligated Notwithstanding anything to the contrary herein, the Indenture Trustee is not obligated to enter into an amendment that adversely affects the Indenture Trustee’s rights, powers, duties, obligations, liabilities, indemnities or immunities under this Indenture.

  • Indenture Trustee Consent The consent of the Indenture Trustee will be required for any amendment to this Agreement pursuant to Sections 7.1(b) or (c) that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Indenture Trustee.

  • Indenture Trustee In performing its obligations under this Agreement, the Indenture Trustee is subject to, and entitled to the benefits of, the Indenture. The Indenture Trustee will not have any liability for any act or failure to act of the Administrator.

  • Resignation or Removal of Indenture Trustee (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.