Local Counsel Opinions. The facts regarding the Originator, the Resorts, the Timeshare Loans and related matters set forth or assumed in the Local Counsel Opinions are true and correct in all material respects.
Local Counsel Opinions. Borrower shall cause to be delivered to Administrative Agent a favorable legal opinion of local counsel admitted to practice in the jurisdiction in which such Property is located as to the enforceability of the Mortgage under applicable law and other matters reasonably requested by Administrative Agent, which opinion shall be addressed to Administrative Agent and the Lenders, dated the date of the applicable Mortgage, in form and substance reasonably acceptable to Administrative Agent.
Local Counsel Opinions. At the Closing Time and at each Settlement Time, as applicable, unless waived by the Lead Underwriter, on behalf of the Underwriters, the Underwriters shall have received a favorable opinion, dated as of the Closing Date and each Settlement Date, as applicable, of the various local counsels for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, to the effect as they may reasonably require for the purpose of enabling them to pass upon the issuance and the sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions and covenants herein contained. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its Subsidiaries and certificates of public officials.
Local Counsel Opinions. With respect to each Additionally Financed Aircraft that is registered in, or which is under Lease to a Lessee organized under the laws of or domiciled in, a country other than the United States, the favorable written opinion of Local Aircraft Counsel with respect to each Applicable Foreign Aviation Law applicable to such Additionally Financed Aircraft as to (A) the due registration of such Aircraft, and (B) that such Aircraft is free and clear of recorded liens to the extent that liens may be recorded under Applicable Foreign Aviation Law, and (C) as to such other matters as the Administrative Agent may reasonably request (which request may include, with respect to jurisdictions of concern to the Lenders, an opinion satisfactory to the Administrative Agent advising as to creditor’s rights, including rights of recovery and repossession of aircraft), provided that the Administrative Agent may not exercise such clause (C) right with respect to Applicable Foreign Aviation Law of the countries listed on the current version of the Approved Country List;
Local Counsel Opinions. The opinion of (a) Xxxxx and Roca LLP, counsel to the Guarantors organized in Arizona and New Mexico, (b) Dover Xxxxx Xxxxx PLLC, counsel to the Guarantors organized in Arkansas, (c) Xxxxxxx Xxxxxx, P.A., counsel to the Guarantors organized in Florida, (d) Xxxxxxx & Xxxxx, P.C., counsel to the Guarantors organized in Georgia, (e) Xxxxx Xxxxx Xxxx LLC, counsel to the Guarantors organized in Indiana, (f) Goulston & Storrs, counsel to the Guarantors organized in Massachusetts, (g) Xxxxx and Xxxxx LLP, counsel to the Guarantors organized in Mississippi, (h) Karell, Dyre, Xxxxx PLLP, counsel to the Guarantors organized in Montana, (i) Ice Xxxxxx LLP, counsel to the Guarantors organized in Ohio, (j) McAfee & Xxxx, counsel to the Guarantors organized in Oklahoma, (k) Xxxxxx Xxxxxxxx LLP, counsel to the Guarantors organized in Pennsylvania, (l) Xxxxxx Xxxxxxx, counsel to the Guarantors organized in South Carolina, (m) XxXxxxx, Xxxxxxxx & Xxxxxxxx, P.C., counsel to the Guarantors organized in Texas, in each case, dated the Closing Date, addressed to the Initial Purchasers and in form and substance reasonably acceptable to the Initial Purchasers.
Local Counsel Opinions. Opinions of counsel to the Borrower or Lender in each of the states in which the Initial Properties are located with respect to such matters as the Lender may reasonably request and otherwise in form and substance reasonably satisfactory to the Lender.
Local Counsel Opinions. The Administrative Agent shall have received a favorable opinion of local counsel in those jurisdictions selected by Administrative Agent where a Security Document will be filed in such form and covering such matters as the Administrative Agent may reasonably request.
Local Counsel Opinions. If the Financed Aircraft to be acquired with proceeds of such Advance is to be registered in, or is to be under Lease to a Lessee organized under the laws of or domiciled in, a country other than the United States, the favorable written opinion of Local Aircraft Counsel with respect to each Applicable Foreign Aviation Law applicable to such Financed Aircraft and such Lease (A) as to the due registration of such Aircraft, (B) that such Aircraft is free and clear of recorded Liens (other than permitted Liens) to the extent that Liens (other than Permitted Liens) may be recorded under Applicable Foreign Aviation Law, and (C) as to such other matters as the Administrative Agent may reasonably request (which request may include, with respect to jurisdictions of concern to the Lenders, an opinion satisfactory to the Administrative Agent advising as to creditors’ rights, including rights of recovery and repossession of aircraft);
Local Counsel Opinions. The Company shall have requested and caused:
Local Counsel Opinions. Within thirty (30) days after the Amendment No. 11 Effective Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent written opinions of local counsel acceptable to the Administrative Agent in each of the State of Idaho, the State of Louisiana, and the State of Oklahoma, such written opinions to (a) confirm the enforceability of the Mortgage in such jurisdiction and such other customary matters requested by the Administrative Agent, (b) be addressed to the Administrative Agent and the Lenders, and (c) be in form and substance satisfactory to the Administrative Agent in its sole discretion. The Borrower and the other Loan Parties hereby instruct each such counsel to deliver such legal opinions.
