Common use of Bankruptcy Opinion Clause in Contracts

Bankruptcy Opinion. Xxxxxx Xxxxxx Rosenman LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinion, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to the characterization of the transfer of the Exchange Note by Ford Credit to the Depositor as a sale and that so long as the Notes remain outstanding and the Noteholders have not been paid in full, a creditor or trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to have a court disregard the separate legal existence of (i) the Depositor, any Titling Company or any Holding Company so as to cause a substantive consolidation of the assets and liabilities of the Depositor, any Titling Company or any Holding Company with the assets and liabilities of Ford Credit or (ii) any Titling Company and any Holding Company so as to cause a substantive consolidation of the assets and liabilities of such Titling Company and any Holding Company, in each case, in a manner prejudicial to the Noteholders, and such opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.

Bankruptcy Opinion. Xxxxxx Xxxxxx Rosenman LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinion, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to on the characterization of the transfer of the Exchange Note by Ford Credit to the Depositor as a sale and that so long as the Notes remain outstanding and the Noteholders have not been paid in full, a creditor or trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to have a court disregard the separate legal existence of (i) the Depositor, any Titling Company or any Holding Company so as to cause a substantive consolidation of the assets and liabilities of the Depositor, any Titling Company or any Holding Company with the assets and liabilities of Ford Credit or (ii) any Titling Company and any Holding Company so as to cause a substantive consolidation of the assets and liabilities of such the Titling Company and any Holding Company, in each case, in a manner prejudicial to the Noteholders, and such the opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.

Bankruptcy Opinion. Xxxxxx Xxxxxx Rosenman Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinion, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to on the characterization of the transfer of the Exchange Note by Ford Credit to the Depositor as a sale and that so long as the Notes remain outstanding and the Noteholders have not been paid in full, a creditor or trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to have a court disregard the separate legal existence of (i) the Depositor, any Titling Company or any Holding Company so as to cause a substantive consolidation of the assets and liabilities of the Depositor, any Titling Company or any Holding Company with the assets and liabilities of Ford Credit or (ii) any Titling Company and any Holding Company so as to cause a substantive consolidation of the assets and liabilities of such the Titling Company and any Holding Company, in each case, in a manner prejudicial to the Noteholders, and such the opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.

Bankruptcy Opinion. Xxxxxx Xxxxxx Rosenman LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinion, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to the characterization of the transfer of the Exchange Note by Ford Credit to the Depositor as a sale and that so long as the Notes remain outstanding and the Noteholders have not been paid in full, a creditor or trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to have a court disregard the separate legal existence of (i) the Depositor, any Titling Company or any Holding Company so as to cause a substantive consolidation of the assets and liabilities of the Depositor, any Titling Company or any Holding Company with the assets and liabilities of Ford Credit or (ii) any Titling Tilting Company and any Holding Company so as to cause a substantive consolidation of the assets and liabilities of such Titling Company and any Holding Company, in each case, in a manner prejudicial to the Noteholders, and such opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.