Common use of Negative Assurance Letter Clause in Contracts

Negative Assurance Letter. In the course of preparation by the Company of the Preliminary Prospectus and the Prospectus, we participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of counsel for the Underwriters, at which the contents of the Registration Statement, the Preliminary Prospectus and the Prospectus (including in each case the documents incorporated by reference therein) and related matters were discussed. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, and we have not undertaken any obligation to verify independently any of those factual matters. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus (except to the extent expressly set forth in the first sentence of numbered paragraph 7, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoing, we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come to our attention that have caused us to believe that (i) the Registration Statement (including the documents incorporated by reference therein), as of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus (including the documents incorporated by reference therein), as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Preliminary Prospectus, and the documents specified in Schedule A to this letter, as of 8:00 a.m. Eastern time, on March 9, 2007 (which you have advised us is a time prior to the time of first sale), when considered together with the documents set forth on Schedule B to this letter, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood in each case that such counsel express no belief with respect to the financial statements, financial schedules or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any of the foregoing (including the documents incorporated by reference therein)). [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] [Final Term Sheet] To our knowledge, except as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, (A) the Company has valid license rights or clear title to all patents, trade secrets, information, proprietary rights and processes that are referenced in the Registration Statement, the Disclosure Package or the Prospectus or are material to its business as currently conducted or as proposed to be conducted (collectively, “Intellectual Property”), and there are no rights of third parties to any such Intellectual Property; (B) there is no infringement or other violation by third parties of any of the Intellectual Property of the Company; (C) there is no infringement or other violation by the Company of any patents, trade secrets, information, proprietary rights and processes of others; (D) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company infringes or otherwise violates any Intellectual Property of others, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (D)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; (E) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others challenging the rights of the Company in or to, or challenging the validity, enforceability or scope of, any Intellectual Property of the Company, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (E)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; and (F) there is no prior art or other facts that may render any patent rights of the Company invalid or unenforceable.

Negative Assurance Letter. In addition to rendering legal advice and assistance to the Company in the course of the preparation by the Company of the Preliminary Prospectus Registration Statement and the Time of Sale Disclosure Package and the Final Prospectus, involving, among other things, discussions and inquiries concerning various legal matters and the review of certain corporate records, documents and proceedings, we also participated in conferences with certain officers and other representatives of the Company, representatives of the its independent certified public accountants for the Company, representatives of the Underwriters and representatives of counsel for the Underwritersyou and your counsel, at which the contents of the Registration Statement, the Preliminary Prospectus Time of Sale Disclosure Package and the Prospectus (including in each case Final Prospectus, the documents incorporated by reference therein) in the Time of Sale Disclosure Package and the Final Prospectus and related matters were discussed. We have also reviewed and relied upon certain corporate records and documents of the Company, letters from counsel and accountants, and oral and written statements and certificates of officers and other representatives of the Company and others as to the existence and consequences of certain factual and other matters. The purpose of our professional engagement was not to establish or confirm factual matters set forth in or financial or quantitative information. Therefore, we are not passing upon and do not assume any responsibility for the Registration Statementaccuracy, completeness or fairness of the Preliminary Prospectus statements or the Prospectus information contained or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus Time of Sale Disclosure Package or the Prospectus, Final Prospectus (except to the extent expressly set forth in the numbered paragraph 5 of our separate opinion letter to you as of this date) and we have not made, or undertaken any obligation to verify independently any of those factual mattersmake, an independent check or verification thereof (except as also stated in that opinion letter). Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus Time of Sale Disclosure Package and the Final Prospectus involve matters of a non-legal nature. AccordinglyHowever, subject to the foregoing and based on our participation, review and reliance described in the second preceding paragraph, (i) we are not passing upon and assume no responsibility for believe (a) the accuracyRegistration Statement (as of its effective date), completeness or fairness the Time of Sale Prospectus (as of the statements contained in or incorporated by reference into the Registration StatementApplicable Time), the Preliminary Final Prospectus (as of its date), and any further amendments and supplements thereto (as of their respective dates), as applicable, made by the Company prior to the Closing Date (other than the financial statements and schedules and other financial and statistical data included therein or derived therefrom, as to which we express no belief) appeared on their face to be appropriately responsive, and complied as to form, in all material respects to the Prospectus or requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and (b) the documents incorporated by reference in the Registration Statement, Statement and the Preliminary Time of Sale Prospectus or and the Final Prospectus (except other than the financial statements and schedules and other financial and statistical data included therein or derived therefrom, as to which we express no belief), at the time they were filed with the Commission, appeared on their face to be appropriately responsive, and complied as to form, in all material respects to the extent expressly set forth in requirements of the first sentence Exchange Act and the applicable rules and regulations of numbered paragraph 7the Commission thereunder, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoing, (ii) we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, that no facts have come to our attention that have caused us to believe (a) that (i) the Registration Statement or any amendment thereto filed by the Company prior to the Closing Date (including other than the documents incorporated by reference thereinfinancial statements and schedules and other financial and statistical data included therein or derived therefrom, as to which we express no belief), as of its effective datewhen the Registration Statement or such amendment became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iib) that the Prospectus Time of Sale Disclosure Package (including other than the documents incorporated by reference thereinfinancial statements and schedules and other financial and statistical data included therein or derived therefrom, as to which we express no belief), as of its date or as 6:00 a.m. Pacific Time on __________, 2010 (the “Applicable Time,” which, you have informed us, is a time before the time of the date hereoffirst sale of the Shares by any Underwriter), contained or contains any untrue statement of a material fact or omitted or omits to state a any material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and or (iiic) the Preliminary Prospectus, and the documents specified in Schedule A to this letterthat, as of 8:00 a.m. Eastern timeits date and as of the Closing Date, on March 9, 2007 (which you have advised us is a time the Final Prospectus or any further amendment or supplement thereto made by the Company prior to the time of first saleClosing Date (other than the financial statements and schedules and other financial and statistical data included therein or derived therefrom, as to which we express no belief), when considered together with the documents set forth on Schedule B to this letter, contained or contains any untrue statement of a material fact or omitted or omits to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood in each case that such counsel misleading. We do not express no any belief with respect to the assessments of or reports on the effectiveness of internal control over financial statements, financial schedules or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any of the foregoing (including the documents incorporated by reference therein)). [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] [Final Term Sheet] To our knowledge, except as described reporting contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, (A) the Company has valid license rights or clear title to all patents, trade secrets, information, proprietary rights and processes that are referenced in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or are material to its business as currently conducted or as proposed to be conducted (collectively, “Intellectual Property”), and there are no rights of third parties to any such Intellectual Property; (B) there is no infringement or other violation by third parties of any of the Intellectual Property of the Company; (C) there is no infringement or other violation by the Company of any patents, trade secrets, information, proprietary rights and processes of others; (D) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company infringes or otherwise violates any Intellectual Property of others, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (D)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; (E) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others challenging the rights of the Company in or to, or challenging the validity, enforceability or scope of, any Intellectual Property of the Company, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (E)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; and (F) there is no prior art or other facts that may render any patent rights of the Company invalid or unenforceableFinal Prospectus.

Negative Assurance Letter. In At the course of preparation by Closing Date, Xxxxx Xxxxx LLP, as special counsel to the Company of Depositor and NMAC, shall deliver a letter to the Representative indicating that such counsel has reviewed the Registration Statement, the Preliminary Prospectus and the Prospectus, we Final Prospectus and participated in conferences with officers and other representatives of the CompanyDepositor and NMAC, representatives of the their independent public accountants for the Companyaccountants, representatives of the Underwriters and representatives of counsel for the Underwriterstheir counsel, at which the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus (including in each case the documents incorporated by reference therein) and related matters were discussed. The purpose of our such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus or and the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, and we have such counsel has not undertaken any obligation to verify independently any of those the factual mattersmatters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Final Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus (except to the extent expressly set forth in the first sentence of numbered paragraph 7, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoingforegoing, we such counsel shall confirm to you the Underwriters that, on the basis of the information we gained such counsel obtained in the course of performing the services referred to above, no facts have come nothing came to our such counsel’s attention that have caused us such counsel to believe that (ix) the Registration Statement (including on the documents incorporated by reference therein), as of its effective date, date thereof contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus (including the documents incorporated by reference therein), as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiy) the Preliminary Prospectus, and the documents specified in Schedule A to this letter, as of 8:00 a.m. Eastern timethe Date of Sale, on March 9, 2007 (which you have advised us is a time prior to the time of first sale), when considered together with the documents set forth on Schedule B statements in the Final Prospectus with respect to this letteritems identified in the Preliminary Prospectus as to be completed in the Final Prospectus, contained any included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading; or (it being understood z) the Final Prospectus, as of its date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in each case order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel express no belief with respect to does not assume any responsibility for the financial statementsaccuracy, financial schedules completeness or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any fairness of the foregoing (including the documents incorporated by reference therein)). [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] [Final Term Sheet] To our knowledge, except as described statements contained in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (except as otherwise specifically provided in such counsel’s opinion dated the Closing Date addressed to Representative relating to Federal income tax and in paragraphs II.H and II.I of its opinion, to be delivered on the ProspectusClosing Date, (A) addressed to the Company has valid license rights Representative and others relating to enforceability, securities law and general corporate matters), and such counsel does not express any belief with respect to the financial statements or clear title to all patentsother financial, trade secrets, information, proprietary rights and processes that are referenced statistical or accounting data contained in or omitted from the Registration Statement, the Disclosure Package Preliminary Prospectus or the Prospectus or are material to its business as currently conducted or as proposed to be conducted (collectively, “Intellectual Property”), and there are no rights of third parties to any such Intellectual Property; (B) there is no infringement or other violation by third parties of any of the Intellectual Property of the Company; (C) there is no infringement or other violation by the Company of any patents, trade secrets, information, proprietary rights and processes of others; (D) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company infringes or otherwise violates any Intellectual Property of others, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (D)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; (E) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others challenging the rights of the Company in or to, or challenging the validity, enforceability or scope of, any Intellectual Property of the Company, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (E)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; and (F) there is no prior art or other facts that may render any patent rights of the Company invalid or unenforceableFinal Prospectus.

Negative Assurance Letter. In At the course of preparation by Closing Date, Xxxxx Xxxxx LLP, as special counsel to the Company of Depositor and NMAC, shall deliver a letter to the Representative indicating that such counsel has reviewed the Registration Statement (as used in this Section 7(k), the term “Registration Statement” shall have the meaning set forth in such opinion) the Preliminary Prospectus and the Prospectus, we Final Prospectus and participated in conferences with officers and other representatives of the CompanyDepositor, NILT Trust, the Titling Trust and NMAC, officers and representatives of the their independent public accountants for the Companyaccountants, representatives of the Underwriters and representatives of counsel for the Underwriterstheir counsel, at which the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus (including in each case the documents incorporated by reference therein) and related matters were discussed. The purpose of our such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus or and the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, and we have such counsel has not undertaken any obligation to verify independently any of those the factual mattersmatters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Final Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus (except to the extent expressly set forth in the first sentence of numbered paragraph 7, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoingforegoing, we such counsel shall confirm to you the Underwriters that, on the basis of the information we gained such counsel obtained in the course of performing the services referred to above, no facts have come nothing came to our such counsel’s attention that have caused us such counsel to believe that (ix) the Registration Statement (including on the documents incorporated by reference therein), as of its effective date, date thereof contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus (including the documents incorporated by reference therein), as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiy) the Preliminary Prospectus, and the documents specified in Schedule A to this letter, as of 8:00 a.m. Eastern timethe Date of Sale, on March 9, 2007 (which you have advised us is a time prior to the time of first sale), when considered together with the documents set forth on Schedule B statements in the Final Prospectus with respect to this letteritems identified in the Preliminary Prospectus as to be completed in the Final Prospectus, contained any included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading; or (it being understood z) the Final Prospectus, as of its date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in each case order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel express no belief with respect to does not assume any responsibility for the financial statementsaccuracy, financial schedules completeness or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any fairness of the foregoing (including the documents incorporated by reference therein)). [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] [Final Term Sheet] To our knowledge, except as described statements contained in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (except as otherwise specifically provided in such counsel’s opinion dated the Closing Date addressed to Representative relating to Federal income tax and in Sections 7(j)(viii) and (ix) above, to be delivered on the ProspectusClosing Date, (A) addressed to the Company has valid license rights Representative and others relating to enforceability, securities law and general corporate matters), and such counsel does not express any belief with respect to the financial statements or clear title to all patentsother financial, trade secrets, information, proprietary rights and processes that are referenced statistical or accounting data contained in or omitted from the Registration Statement, the Disclosure Package Preliminary Prospectus or the Prospectus or are material to its business as currently conducted or as proposed to be conducted (collectively, “Intellectual Property”), and there are no rights of third parties to any such Intellectual Property; (B) there is no infringement or other violation by third parties of any of the Intellectual Property of the Company; (C) there is no infringement or other violation by the Company of any patents, trade secrets, information, proprietary rights and processes of others; (D) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company infringes or otherwise violates any Intellectual Property of others, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (D)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; (E) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others challenging the rights of the Company in or to, or challenging the validity, enforceability or scope of, any Intellectual Property of the Company, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (E)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; and (F) there is no prior art or other facts that may render any patent rights of the Company invalid or unenforceableFinal Prospectus.

Negative Assurance Letter. In At the course of preparation by Closing Date, Winston & Xxxxxx LLP, as special counsel to the Company of Depositor and NMAC, shall deliver a letter to the Representative indicating that such counsel has reviewed the Registration Statement (as used in this Section 7(f), the term “Registration Statement” shall have the meaning set forth in such opinion) the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, we Final Prospectus and participated in conferences with officers and other representatives of the CompanyDepositor, NILT Trust, the Titling Trust and NMAC, officers and representatives of the their independent public accountants for the Companyaccountants, representatives of the Underwriters and representatives of counsel for the Underwriterstheir counsel, at which the contents of the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus (including in each case the documents incorporated by reference therein) and related matters were discussed. The purpose of our such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration StatementProspectus, the Preliminary Ratings Free Writing Prospectus or and the Final Prospectus, and we have such counsel has not undertaken any obligation to verify independently any of those the factual mattersmatters set forth in the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus (except to the extent expressly set forth in the first sentence of numbered paragraph 7, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoingforegoing, we such counsel shall confirm to you the Underwriters that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come nothing came to our such counsel’s attention that have caused us such counsel to believe that (ix) the Registration Statement (including on the documents incorporated by reference therein), as of its effective date, date thereof contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iiy) the Preliminary Prospectus (including and the documents incorporated by reference therein)Ratings Free Writing Prospectus, as of its date or the Date of Sale, together with the statements in the Final Prospectus with respect to blanks relating to pricing and price-dependent information in the Preliminary Prospectus as of to be completed in the date hereofFinal Prospectus, contained or contains any included an untrue statement of a material fact or omitted or omits to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and or (iiiz) the Preliminary Final Prospectus, and the documents specified in Schedule A to this letter, as of 8:00 a.m. Eastern timeits date or as of the Closing Date, on March 9, 2007 (which you have advised us is a time prior to the time of first sale), when considered together with the documents set forth on Schedule B to this letter, contained any included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood in each case misleading; provided, however, that such counsel express no belief with respect to does not assume any responsibility for the financial statementsaccuracy, financial schedules completeness or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any fairness of the foregoing (including the documents incorporated by reference therein)). [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] [Final Term Sheet] To our knowledge, except as described statements contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus (Aexcept as otherwise specifically provided in such counsel’s opinion dated the Closing Date addressed to Representative relating to Federal income tax and in Sections 7(e)(viii) and (ix) above, to be delivered on the Company has valid license rights Closing Date, addressed to the Representative and others relating to enforceability, securities law and general corporate matters), and such counsel does not express any belief with respect to the financial statements or clear title to all patentsother financial, trade secrets, information, proprietary rights and processes that are referenced statistical or accounting data contained in or omitted from the Registration Statement, the Disclosure Package Preliminary Prospectus, the Ratings Free Writing Prospectus or the Prospectus or are material to its business as currently conducted or as proposed to be conducted (collectively, “Intellectual Property”), and there are no rights of third parties to any such Intellectual Property; (B) there is no infringement or other violation by third parties of any of the Intellectual Property of the Company; (C) there is no infringement or other violation by the Company of any patents, trade secrets, information, proprietary rights and processes of others; (D) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company infringes or otherwise violates any Intellectual Property of others, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (D)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; (E) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others challenging the rights of the Company in or to, or challenging the validity, enforceability or scope of, any Intellectual Property of the Company, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (E)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; and (F) there is no prior art or other facts that may render any patent rights of the Company invalid or unenforceableFinal Prospectus.

Negative Assurance Letter. In At the course of preparation by Closing Date, Xxxxx Xxxxx LLP, as special counsel to the Company of Depositor and NMAC, shall deliver a letter to the Representative indicating that such counsel has reviewed the Registration Statement (as used in this Section 7(f), the term “Registration Statement” shall have the meaning set forth in such opinion) the Preliminary Prospectus and the Prospectus, we Final Prospectus and participated in conferences with officers and other representatives of the CompanyDepositor, NILT Trust, the Titling Trust and NMAC, officers and representatives of the their independent public accountants for the Companyaccountants, representatives of the Underwriters and representatives of counsel for the Underwriterstheir counsel, at which the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus (including in each case the documents incorporated by reference therein) and related matters were discussed. The purpose of our such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus or and the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, and we have such counsel has not undertaken any obligation to verify independently any of those the factual mattersmatters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Final Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus (except to the extent expressly set forth in the first sentence of numbered paragraph 7, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoingforegoing, we such counsel shall confirm to you the Underwriters that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come nothing came to our such counsel’s attention that have caused us such counsel to believe that (ix) the Registration Statement (including on the documents incorporated by reference therein), as of its effective date, date thereof contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus (including the documents incorporated by reference therein), as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiy) the Preliminary Prospectus, and the documents specified in Schedule A to this letter, as of 8:00 a.m. Eastern timethe Date of Sale, on March 9, 2007 (which you have advised us is a time prior to the time of first sale), when considered together with the documents set forth on Schedule B statements in the Final Prospectus with respect to this letterblanks and other items identified in the Preliminary Prospectus as to be completed in the Final Prospectus, contained any included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading; or (it being understood z) the Final Prospectus, as of its date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in each case order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel express no belief with respect to does not assume any responsibility for the financial statementsaccuracy, financial schedules completeness or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any fairness of the foregoing (including the documents incorporated by reference therein)). [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] [Final Term Sheet] To our knowledge, except as described statements contained in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (except as otherwise specifically provided in such counsel’s opinion dated the Closing Date addressed to Representative relating to Federal income tax and in Sections 7(e)(viii) and (ix) above, to be delivered on the ProspectusClosing Date, (A) addressed to the Company has valid license rights Representative and others relating to enforceability, securities law and general corporate matters), and such counsel does not express any belief with respect to the financial statements or clear title to all patentsother financial, trade secrets, information, proprietary rights and processes that are referenced statistical or accounting data contained in or omitted from the Registration Statement, the Disclosure Package Preliminary Prospectus or the Prospectus or are material to its business as currently conducted or as proposed to be conducted (collectively, “Intellectual Property”), and there are no rights of third parties to any such Intellectual Property; (B) there is no infringement or other violation by third parties of any of the Intellectual Property of the Company; (C) there is no infringement or other violation by the Company of any patents, trade secrets, information, proprietary rights and processes of others; (D) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company infringes or otherwise violates any Intellectual Property of others, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (D)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; (E) (i) there is no pending or threatened action, suit, proceeding or claim by governmental authorities or others challenging the rights of the Company in or to, or challenging the validity, enforceability or scope of, any Intellectual Property of the Company, and (ii) there are no facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, with respect to this clause (E)(ii), for any such action, suit, proceeding or claim that would not, individually or in the aggregate, have a Material Adverse Effect; and (F) there is no prior art or other facts that may render any patent rights of the Company invalid or unenforceableFinal Prospectus.