UCC Opinion. The Seller shall deliver to the Purchaser within 90 days after the end of each calendar year, beginning with the calendar year ending on or about December 31, 1998, an Opinion of Counsel to the Seller (who may be counsel employed by an Affiliate of the Seller), dated as of a date during such 90-day period, substantially to the effect that, in the opinion of such counsel, either (A) such action has been taken as is necessary to continue the perfection of the interests of the Purchaser in and to the Receivables and the Seller Related Security conveyed hereunder and the proceeds thereof (to the same extent as such interest was perfected on the Transfer Date with respect to the Receivables and the Seller Related Security then owned by the Seller and the proceeds thereof) and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (B) no such action is necessary to continue the perfection of such interests.
UCC Opinion. The Transferor shall deliver to the Trustee within 90 days after the end of each fiscal year, beginning with December 31, 1997, an Opinion of Counsel to the Transferor (who may be counsel employed by the Transferor or an Affiliate of the Transferor), dated as of a date during such 90-day period, substantially to the effect that, in the opinion of such counsel, either (A) such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of financing statements, continuation statements or other instructions or documents as is necessary to continue the perfection of the interests of the Trustee in and to the Receivables conveyed hereby and the other Trust Assets conveyed hereunder (to the same extent as such interest was perfected on the Transfer Date with respect to the Receivables and other Trust Assets then owned by the Transferor) and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (B) no such action is necessary to continue the perfection of such interests.
UCC Opinion. On or before March 31 of each calendar year, beginning with March 31, 1995, the Transferor shall deliver to the Trustee an Opinion of Counsel to the effect that no financing statements or continuation statements, other than those currently filed, are necessary to be filed by the Transferor or the Servicer in order to fully preserve and protect the interest of the Trustee, Transferor or any of the Certifi- cateholders hereunder in and to the Receivables.
UCC Opinion. The Transferor shall deliver to the Trustee within 90 days after the end of each calendar year, beginning with the calendar year ending on or about December 31, 1998, an Opinion of Counsel to the Transferor (who may be counsel employed by an Affiliate of the Transferor), dated as of a date during such 90-day period, substantially to the effect that, in the opinion of such counsel, either (A) such action has been taken as is necessary to continue the perfection of the interests of the Trustee in and to the Receivables conveyed hereby and the other Trust Assets conveyed hereunder (to the same extent as such interest was perfected on the Transfer Date with respect to the Receivables and other Trust Assets then owned by the Transferor) and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (B) no such action is necessary to continue the perfection of such interests.
UCC Opinion. Sub shall have, at its own cost and expense, obtained and received the results of a Uniform Commercial Code (UCC) search certifying that all of the Assets are free, clear and unencumbered as of the Closing Date, except for the first priority security interest securing the PNC Debt, which shall remain on the Assets after the Closing, and except for the security interest in favor of Targets' shareholders securing the Note which is part of the Consideration.
UCC Opinion. Purchaser shall have, at its own cost and expense, obtained and received the results of a Uniform Commercial Code (UCC) search certifying that all of the Assets are free, clear and unencumbered as of the Closing Date.
UCC Opinion. The Transferor shall deliver to the Trustee within 90 days after the end of each calendar year, beginning with the calendar year ending on or about December 31, 1998, an Opinion of Counsel to the Transferor (who may be counsel employed by an Affiliate of the Transferor), dated as of a date during such 90-day period, substantially to the effect that, in the opinion of such counsel, either (A) such action has been taken as is necessary to continue the perfection of the interests of (1) each Purchaser (as defined in the related Purchase Agreement) in and to the Receivables and other Transferred Assets (as defined in such Purchase Agreement) Transferred under such Purchase Agreement (to the same extent as such interest was perfected on the Effective Date with respect to the Receivables and other Transferred Assets then owned by the Seller (as defined in such Purchase Agreement) and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given and (2) the Trustee in and to the Receivables Transferred hereby and the other Trust Assets Transferred hereunder (to the same extent as such interest was perfected on the Effective Date with respect to the Receivables and other Trust Assets then owned by the Transferor) and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (B) no such action is necessary to continue the perfection of such interests.
UCC Opinion. 8. Administrative Agent Fee Letter executed by the parties thereto.
UCC Opinion. The Transferor shall deliver to the Trustee, on or before April 30 of each year, beginning with April 30, 1996, an Opinion of Counsel to the Transferor (who may be counsel employed by the Transferor or an Affiliate of the Transferor), dated as of a date subsequent to the end of the immediately preceding fiscal year, substantially to the effect that, in the opinion of such counsel, either (A) such action has been taken with respect to the recording, registering, filing, rerecording, re-registering and re-filing of financing statements,
UCC Opinion. On or before December 31 of each calendar year, beginning with December 31, 1997, the Issuer shall deliver to the Trustee an Opinion of Counsel to the effect that no financing statements or continuation statements, other than those currently filed, are necessary to be filed by the Issuer or the Servicer in order to fully preserve and protect the perfected security or ownership interest of the Trustee, Issuer or any of the Noteholders hereunder in and to the Issuer Loans or describing such filings as may be necessary.
