Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent and the Forward Seller, shall have furnished to the Sales Agent and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, the Forward Seller and the Alternative Sales Agents, or other counsel selected by the Sales Agent and the Forward Seller, shall have furnished to the Sales Agent and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent and the Forward Seller a letter or letters to the effect that the Sales Agent and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.
Counsel Opinions. Opinions addressed to the Collateral Agent, of (i) local counsel in the jurisdiction where the Mortgaged Property is located covering customary matters and (ii) counsel for the Issuers regarding due authorization, execution and delivery of the Mortgages.
Counsel Opinions. Opinions addressed to the Initial Purchasers and the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Securities of (i) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages and other matters customarily included in such opinions and (ii) counsel for the Company regarding due authorization, execution and delivery of the Mortgages, in each case, substantially similar to those delivered in connection with the Senior Secured Facility.
Counsel Opinions. Opinions of Dechert LLP, special U.S. counsel to the Issuer or other counsel acceptable to the Trustee, dated the Additional Notes Closing Date, in form and substance satisfactory to the Issuer and the Trustee. An opinion of Special Tax Counsel or tax counsel of nationally recognized standing in the United States experienced in such matters delivered pursuant to Section 2.13(a)(ix).
Counsel Opinions. (a) Mezzanine Lender shall have received or Mezzanine Borrower shall have delivered into escrow (for release to Mezzanine Lender concurrently with the delivery of the Security Instruments to the Title Company for recording) a non-consolidation opinion in a form reasonably satisfactory to the Mezzanine Lender (the “Non-Consolidation Opinion”).
Counsel Opinions. Customary opinions of counsel to the Company or Guarantor mortgagor with respect to the extent applicable to the perfection, enforceability, due authorization, execution and delivery of the applicable Mortgages and any related fixture filings in form and substance reasonably satisfactory to the First Lien Notes Collateral Agent.
Counsel Opinions. Opinions addressed to the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes of (i) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages and other matters customarily included in such opinions and (ii) counsel for the Issuers regarding due authorization, execution and delivery of the Mortgages, in each case, substantially similar to those delivered in connection with the First Lien Credit Agreement and otherwise in form and substance reasonably satisfactory to the Collateral Agent.
Counsel Opinions. Opinions of Borrower's counsel and local counsel (and, if required by Lender, of a local counsel selected by Lender or Lender's Counsel) to the effects set forth on EXHIBIT B;
Counsel Opinions. Opinions addressed to the Administrative Agent, Security Agents and the Lenders, of local counsel in each jurisdiction where Mortgaged Property is located, in form and substance reasonably acceptable to the Security Agents.
