Common use of Continuation Statements; Opinion Clause in Contracts

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a5.1(a)(v) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each the Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each the Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(a)(viii) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (ac), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth (5th) anniversary of the date of filing of the financing statements referred to in Section 5.1(a) or any other each financing statement filed pursuant to this Agreement or the Existing Receivables Purchase Agreement or in connection with any Purchase hereunderhereunder or thereunder, if unless the Final Payout Date shall not have occurred: : (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties)Seller, in form and substance reasonably satisfactory to each Agentthe Administrator, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(f) with respect to the effect that the Asset Interest hereunder continues perfection and otherwise to be a valid an enforceable and perfected ownership or security interest, subject to no other Liens liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (ac), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth (5th) anniversary of the date of filing of the each financing statements statement referred to in Section 5.1(a5.1(d) (or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder), if unless the Final Payout Date shall not have occurred: : (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties)Seller, in form and substance reasonably satisfactory to each Agentthe Administrator, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(g) with respect to the effect that the Asset Interest hereunder continues perfection and otherwise to be a valid an enforceable and perfected ownership or security interest, subject to no other Liens liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a5.1(a)(vi) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) execute (if necessary, ) and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each the Administrative Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each the Administrative Agent, confirming and updating the opinion opinions delivered pursuant to Section 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection SUBSECTION (aA), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(aSECTION 5.1(F) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each the Administrative Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each the Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(i) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection SUBSECTION (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(aSECTION 5.01(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agentthe Administrator, confirming and updating the opinion delivered pursuant to Section 5.1(aSECTION 5.01(i)(i) to the effect that the Asset Purchased Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens Adverse Claims of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements statement referred to in Section 5.1(a5.01(d) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if unless the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties)Seller, in form and substance reasonably satisfactory to each Agentthe Administrator, confirming and updating the opinion delivered pursuant to Section 5.1(a5.01(g) with respect to perfection and otherwise to the effect that the Asset Interest hereunder continues to be a valid an enforceable and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller willshall, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements statement referred to in Section 5.1(a5.01(e) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if unless the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties referred to in Section 5.01(h) (which may be an opinion of in-house or other counsel for Seller reasonably satisfactory to the Seller PartiesAdministrator), in form and substance reasonably satisfactory to each Agentthe Administrator, confirming and updating the opinion delivered pursuant to Section 5.1(a5.01(h) to the effect that the Asset Purchaser's Total Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each the Administrative Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each the Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a5.1(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each the Administrative Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each the Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(i) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements statement referred to in Section 5.1(a5.1(d) of the Original Purchase Agreement or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if unless the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties)Seller, in form and substance reasonably satisfactory to each Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(g) with respect to perfection and otherwise to the effect that the Asset Interest hereunder continues to be a valid an enforceable and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in in Section 5.1(a5.1 (a) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection SUBSECTION (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section SECTION 5.1(a) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each the Administrative Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each the Administrative Agent, confirming and updating the opinion delivered pursuant to Section SECTION 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a5.01(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent the Administrator an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agentthe Administrator, confirming and updating the opinion delivered pursuant to Section 5.1(a5.01(i)(i) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality of subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in Section 5.1(a5.1(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) if necessary, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to each Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agent, confirming and updating the opinion delivered pursuant to Section 5.1(a5.1(i) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.