Common use of Opinion of Counsel for the Selling Stockholders Clause in Contracts

Opinion of Counsel for the Selling Stockholders. (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for certain investment funds affiliated with Centerbridge Partners, L.P. (the “Centerbridge Selling Stockholders”), shall have furnished to the Representatives, at the request of the Centerbridge Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 hereto; (ii) Xxxxxx and Calder, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (the “Xxxxxxx Selling Stockholders”), shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto; (iii) Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx Selling Stockholders, shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-3 hereto; and (iv) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for certain Partnerships affiliated with The Blackstone Group, L.P. (the “Blackstone Selling Stockholders”), shall have furnished to the Representatives, at the request of the Blackstone Selling Stockholders, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-4 hereto.

Opinion of Counsel for the Selling Stockholders. (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for certain investment funds affiliated with Centerbridge Partners, L.P. (the “Centerbridge Selling Stockholders”), shall have furnished to the Representatives, at the request of the Centerbridge Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 hereto; (ii) Xxxxxx and Calder, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (the “Xxxxxxx Selling Stockholders”), shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto; (iii) Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx Selling Stockholders, shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-3 hereto; and (iv) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for certain Partnerships affiliated with The Blackstone Group, L.P. (the “Blackstone Selling Stockholders”), shall have furnished to the Representatives, at the request of the Blackstone Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-4 hereto.

Opinion of Counsel for the Selling Stockholders. (i) Akin Gump Xxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx Xxxx LLP, counsel for certain investment funds affiliated with Centerbridge Partners, L.P. (the “Centerbridge Selling Stockholders”), shall have furnished to the Representatives, at the request of the Centerbridge Selling Stockholders, their written opinionopinion with respect to matters of New York law, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 A-4 hereto; (ii) Xxxxxx and CalderWalkers, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (the “Xxxxxxx Selling Stockholders”)counsel to AP Carib Holdings, Ltd., shall have furnished to the Representatives, at the request of the Xxxxxxx such Selling StockholdersStockholder, their written opinionopinion with respect to Cayman Islands law, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 heretoA-5; (iii) KleinbergXxxxxxxx & Xxxxxxxx LLP, Kaplancounsel to Popular, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx Selling StockholdersInc., shall have furnished to the Representatives, at the request of the Xxxxxxx such Selling StockholdersStockholder, their written opinion, dated the Closing Date or the Additional Closing Date, and addressed to as the Underwriterscase may be, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-3 heretoA-6; and (iv) Xxxxxxx X. Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for certain Partnerships affiliated with The Blackstone GroupExecutive Vice President and Chief Legal Officer of Popular, L.P. (the “Blackstone Selling Stockholders”)Inc., shall have furnished to the Representatives, at the request of the Blackstone such Selling StockholdersStockholder, their his written opinion, dated the Closing Date and addressed to or the UnderwritersAdditional Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-4 heretoA-7.

Opinion of Counsel for the Selling Stockholders. (i) Xxxxxxx Xxxxxxx XxXxxxxxx Will & Xxxxxxxx Xxxxx LLP, U.S. federal counsel for certain investment funds affiliated with Centerbridge PartnersOdin 3, L.P. LLC, Odin 4, LLC (collectively, the “Centerbridge Selling StockholdersOdin Funds”), WB Atlas LLC (“WB Atlas”) and Neoplux No. 1 Private Equity (“Neoplux”), shall have furnished to the Representatives, at the request of the Centerbridge Selling StockholdersOdin Funds, WB Atlas and Neoplux, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Xxxxx X-0, (xx) Xxx & Xxxxx, South Korean counsel for WB Atlas, shall have furnished to the Representatives, at the request of WB Atlas, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representatives in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex B-1 hereto; B-3 hereto and (iiiii) Xxxxxx Shin & Xxx, South Korean counsel for the Odin Funds and Calder, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (the “Xxxxxxx Selling Stockholders”)Neoplux, shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date, Odin Funds and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto; (iii) Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx Selling Stockholders, shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-3 hereto; and (iv) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for certain Partnerships affiliated with The Blackstone Group, L.P. (the “Blackstone Selling Stockholders”), shall have furnished to the Representatives, at the request of the Blackstone Selling StockholdersNeoplux, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-4 hereto.

Opinion of Counsel for the Selling Stockholders. (i) Xxxxxxx Xxxxxxx Lxxxxx & Xxxxxxxx Wxxxxxx LLP, counsel for certain investment funds affiliated with Centerbridge Partners, L.P. (of the “Centerbridge Selling Stockholders”), shall have furnished to the RepresentativesRepresentative, at the request of the Centerbridge Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B-1 D hereto; , (ii) Xxxxxx and CalderWxxxxxx Xxxx & Gxxxxxxxx LLP, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (of the “Xxxxxxx Selling Stockholders”), shall have furnished to the RepresentativesRepresentative, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B-2 E hereto; , (iii) KleinbergKxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, Kaplan, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx of the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B-3 F hereto; and , (iv) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPMxxx Xxxxxxxxx, Esq., counsel for certain Partnerships affiliated with The Blackstone Group, L.P. (of the “Blackstone Selling Stockholders”), shall have furnished to the RepresentativesRepresentative, at the request of the Blackstone Selling Stockholders, their his written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B-4 G hereto and (v) Mourant Ozannes, counsel for certain of the Selling Stockholders, shall have furnished to the Representative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex H hereto.

Opinion of Counsel for the Selling Stockholders. (i) Akin Gump Xxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx Xxxx LLP, counsel for certain investment funds affiliated with Centerbridge Partners, L.P. (the “Centerbridge Selling Stockholders”), shall have furnished to the Representatives, at the request of the Centerbridge Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 hereto; (ii) Xxxxxx and Calder, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (the “Xxxxxxx Selling Stockholders”), shall have furnished to the Representatives, at the request of the Xxxxxxx Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto; (iii) Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx Selling Stockholders, shall have furnished to the RepresentativesUnderwriters, at the request of the Xxxxxxx such Selling Stockholders, their written opinion, dated the Closing Date, and addressed opinion with respect to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-3 hereto; and (iv) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for certain Partnerships affiliated with The Blackstone Group, L.P. (the “Blackstone Selling Stockholders”), shall have furnished to the Representatives, at the request matters of the Blackstone Selling Stockholders, their written opinionNew York law, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesUnderwriters, to the effect set forth in Annex B-4 A-4 hereto; (ii) Walkers, Cayman Islands counsel to AP Carib Holdings, Ltd., shall have furnished to the Underwriters, at the request of such Selling Stockholder, their written opinion with respect to Cayman Islands law, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex A-5 (iii) Xxxxxxxx & Xxxxxxxx LLP, counsel to Popular, Inc., shall have furnished to the Underwriters, at the request of such Selling Stockholder, their written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex A-6; and (iv) Xxxxxxx X. Xxxxxxx Xxxxxxxx, Executive Vice President and Chief Legal Officer of Popular, Inc., shall have furnished to the Underwriters, at the request of such Selling Stockholder, his written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex A-7.

Opinion of Counsel for the Selling Stockholders. (i) Akin Gump Xxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx Xxxx LLP, counsel for certain investment funds affiliated with Centerbridge Partners, L.P. (the “Centerbridge Selling Stockholders”), shall have furnished to the Representatives, at the request of the Centerbridge such Selling Stockholders, their written opinionopinion with respect to matters of New York law, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 A-4 hereto; (ii) Xxxxxx and CalderWalkers, counsel as to Cayman Islands law for certain investment funds and accounts affiliated with Xxxxxxx & Co. Inc. (the “Xxxxxxx Selling Stockholders”)counsel to AP Carib Holdings, Ltd., shall have furnished to the Representatives, at the request of the Xxxxxxx such Selling StockholdersStockholder, their written opinionopinion with respect to Cayman Islands law, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 heretoA-5; (iii) KleinbergXxxxxxxx & Xxxxxxxx LLP, Kaplancounsel to Popular, Xxxxx & Xxxxx, P.C., special counsel for certain investment funds and accounts affiliated with Xxxxxxx Selling StockholdersInc., shall have furnished to the Representatives, at the request of the Xxxxxxx such Selling StockholdersStockholder, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-3 heretoA-6, it being understood that no such opinion shall be required on any Additional Closing Date ; and (iv) Xxxxxxx X. Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for certain Partnerships affiliated with The Blackstone GroupExecutive Vice President and Chief Legal Officer of Popular, L.P. (the “Blackstone Selling Stockholders”)Inc., shall have furnished to the Representatives, at the request of the Blackstone such Selling StockholdersStockholder, their his written opinion, dated the Closing Date and addressed to the UnderwritersDate, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-4 heretoA-7, it being understood that no such opinion shall be required on any Additional Closing Date.