Common use of BANKRUPTCY OPINIONS Clause in Contracts

BANKRUPTCY OPINIONS. Xxxxx Xxxxxxxxxx LLP, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished their written opinion, dated the Closing Date, with respect to the characterization of the transfer of the In-Transit Receivables by Ford to Ford Credit as a sale, the transfer of the Receivables by Ford Credit to the applicable Depositor as a sale, with respect to the characterization of the transfer of the Receivables from the Depositors to the Issuer, as well as certain related matters, to the nonconsolidation under the Bankruptcy Code of the assets and liabilities of the Depositors with the assets and liabilities of Ford Credit in the event that Ford Credit were to become the subject of a case under the Bankruptcy Code, and with respect to the security interest of the Trust in the Receivables, and such opinion will be in substantially the form previously discussed with the Representatives and Ford Credit and in any event satisfactory, in form satisfactory to the Representatives and counsel to the Underwriters in their reasonable judgment and to Ford Credit.

BANKRUPTCY OPINIONS. Xxxxx Xxxxxxxxxx LLP, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished their written opinion, dated the Closing Date, with respect to the characterization of the transfer of the In-Transit Receivables by Ford to Ford Credit as a sale, the transfer of the Receivables by Ford Credit to the applicable [applicable] Depositor as a sale, with respect to the characterization of the transfer of the Receivables from the Depositors Depositor[s] to the Issuer, as well as certain related matters, to the nonconsolidation under the Bankruptcy Code of the assets and liabilities of the Depositors Depositor[s] with the assets and liabilities of Ford Credit in the event that Ford Credit were to become the subject of a case under the Bankruptcy Code, and with respect to the security interest of the Trust in the Receivables, and such opinion will be in substantially the form previously discussed with the Representatives and Ford Credit and in any event satisfactory, in form satisfactory to the Representatives and counsel to the Underwriters in their reasonable judgment and to Ford Credit.