Common use of Opinions as to Collateral Clause in Contracts

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof during the term of this Agreement and (ii) each date on which the Seller proposes to take any action contemplated by Section 5.06, the Seller shall, at its own cost and expense, furnish to each Secured Party and the Collateral Agent an Opinion of Counsel with respect to each Series either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to such Collateral against all creditors of and purchasers from the Seller or OFL and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured Parties, with respect to such Collateral against all creditors of and purchasers from the Seller or OFL for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof during the term of this Agreement and (ii) each date on which the Seller proposes to take any action contemplated by Section 5.06, the Seller shall, at its own cost and expense, furnish to each Secured Party and the Collateral Agent an Opinion of Counsel with respect to each Series either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to such Collateral against all creditors of and purchasers from the Seller or OFL Arcadia Financial and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured Parties, with respect to such Collateral against all creditors of and purchasers from the Seller or OFL Arcadia Financial for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof May 1, during the term of this Agreement Agreement, beginning in 2011 and (ii) each date on which the Seller Trust proposes to take any action contemplated by Section 5.06, the Seller Trust shall, at its own cost and expense, furnish to each Secured Party and Party, the Collateral Agent and each Rating Agency an Opinion of Counsel with respect to each Series either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to such the Collateral against all creditors of and purchasers from the Seller or OFL Trust and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured Parties, with respect to such the Collateral against all creditors of and purchasers from the Seller or OFL Trust for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof during the term of this Agreement and (ii) each date on which the Seller Transferor proposes to take any action contemplated by Section 5.065.06 hereof, the Seller Transferor shall, at its own cost and expense, furnish to each Secured Party and the Collateral Agent an Opinion of Counsel with respect to each Series either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to such Collateral against all creditors of of, and purchasers from from, the Seller or OFL Transferor and the Reversionary Holders and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured Parties, with respect to such Collateral against all creditors of of, and purchasers from from, the Seller or OFL Transferor and the Reversionary Holders for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof May 1, commencing May 1, 2000, during the term of this Agreement and (ii) each date on which the Seller proposes to take any action contemplated by Section 5.066.05, the Seller shall, at its own cost and expense, furnish to each Secured Party Financial Security, the Administrative Agent and the Collateral Agent an Opinion of Counsel with respect to each Series either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), ) on behalf of the Secured PartiesFinancial Security, with respect to such Collateral against all creditors of and purchasers from the Seller or OFL and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured PartiesFinancial Security, with respect to such Collateral against all creditors of and purchasers from the Seller or OFL for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof May 1, commencing May 1, 2000, during the term of this Agreement and (ii) each date on which the Seller Borrower proposes to take any action contemplated by Section 5.06, 6.05 of the Seller RCCA Agreement the Borrower shall, at its own cost and expense, furnish to each Secured Party the Agent and the Lender Collateral Agent an Opinion opinion of Counsel with respect to each Series counsel either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Lender Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to such the Borrower Collateral against all creditors of and purchasers from the Seller or OFL Borrower and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion opinion of Counsel counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Lender Collateral Agent, on behalf of the Secured Parties, Agent with respect to such the Borrower Collateral against all creditors of and purchasers from the Seller or OFL Borrower for a period, specified in such Opinionopinion, continuing until a date not earlier than eighteen months from the date of such Opinionopinion.

Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each anniversary of the date hereof during the term of this Agreement and (ii) each date on which the Seller Transferor proposes to take any action contemplated by Section 5.065.06 hereof, the Seller Transferor shall, at its own cost and expense, furnish to each Secured Party and the Collateral Agent an Opinion of Counsel with respect to each Series either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to such Collateral against all creditors of of, and purchasers from from, the Seller or OFL Transferor and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured Parties, with respect to such Collateral against all creditors of of, and purchasers from from, the Seller or OFL Transferor for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.