Common use of Opinions as to Collateral Clause in Contracts

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee, the Securities Administrator and the Owner Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien of this Indenture lien and first priority security interest in the Collateral and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and first priority security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15th in each calendar year, beginning April 30, 2022in 2006, the Issuing Entity Issuer shall furnish to the Indenture Trustee and the Securities Administrator an Opinion of Counsel at the expense of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture lien and first priority security interest in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture lien and security interest in the Collateral until April 30 December 31st in the following calendar year.

Opinions as to Collateral. (a) On the Closing Effective Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee Collateral Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents, documents and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest granted by this Indenture Asset Pool One Supplement in favor of the Collateral Agent and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee Collateral Agent an Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuing Entity either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture Asset Pool One Supplement and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture Asset Pool One Supplement until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) July 1st in each calendar year, beginning April 30, 2022at least three months after the issuance of the first Series of the Environmental Control Bonds while any Series is Outstanding, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and and, with respect to the authorization, execution and filing of any filings with the PSCWV pursuant to the Statute, financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest, and no other lien or security interest is equal or provide the Lien created by this Indenturelien and security interest of the Bond Trustee in the Series Collateral. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents documents, and the authorization, execution and filing of any filings with the PSCWV and the Secretary of State of the State of West Virginia, financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 July 1 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Transfer Agreement, the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings with the PSCWV and the Secretary of State of the State of West Virginia pursuant to the Statute, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Environmental Control Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing Issuance Date, the Issuing Entity and the Grantor Trust Bond Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (i) such action has been taken (and reciting the details of such action) with respect to the recording and filing of this Indenture, any indentures supplemental hereto Bond Indenture and any other requisite documents, and with respect to the authorization, execution and filing of any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statements and UCC continuation statements statements, as are necessary to perfect and make effective the Lien and security interest of this Indenture Bond Indenture, or (ii) no such action is necessary to make such Lien and reciting security interest effective. The delivery of the details Opinion of such actionCounsel referenced in Section 2.10 shall be deemed to satisfy this requirement. (b) On or before April 30 (andWithin ninety days after the beginning of each calendar year beginning with the calendar year beginning January 1, if such date is not a Business Day2014, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity Bond Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of counsel of the Bond Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Bond Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any filings with the PUCO pursuant to the Statute and the Financing Order and any financing statements and continuation statements as is are necessary to maintain the Lien and the first priority perfected security interest created by this Bond Indenture and reciting the details of such action or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the such Lien created by this Indentureand security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Bond Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any filings with the PUCO, financing statements and continuation statements that will, in the opinion of such counsel, be required within the twelve-month period following the date of such opinion to maintain the Lien and the first priority perfected security interest created by this Bond Indenture. (c) Prior to the effectiveness of this Indenture until April 30 any amendment to the Sale Agreement, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either (i) stating that, in the following calendar yearopinion of such counsel, all filings, including filings with the PUCO pursuant to the Statute or the Financing Order and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any either (i) all UCC financing statements and continuation statements as have been executed and filed that are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such actionfilings or (ii) no such action shall be necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 2017, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution authorization and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (a) On the Closing DateDate relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of the Indenture, including with respect to the recording and filing of the Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before March 31 in each calendar year, beginning in 2003, Issuer shall furnish to Indenture Trustee an Opinion of Counsel satisfactory to the Rating Agencies either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of the Indenture, including with respect to the recording, filing, re-recording and refiling of this the Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this the Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of this the lien and security interest of the Indenture until April 30 March 31 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee, the Securities Administrator and the Owner Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien of this Indenture lien and first priority security interest in the Collateral and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and first priority security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15th in each calendar year, beginning April 30, 2022in 2007, the Issuing Entity Issuer shall furnish to the Indenture Trustee and the Securities Administrator an Opinion of Counsel at the expense of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture lien and first priority security interest in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture lien and security interest in the Collateral until April 30 December 31st in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any UCC financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 2015, the Issuing Entity Issuer shall furnish to the Indenture Trustee and the Rating Agencies an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture Indenture, the Sale and Servicing Agreement and the Receivables Purchase Agreement and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture Indenture, the Sale and Servicing Agreement and the Receivables Purchase Agreement and the priority thereof until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (a) On the Closing Effective Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee Collateral Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this IndentureAsset Pool One Supplement, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest granted by this Indenture Asset Pool One Supplement in favor of the Collateral Agent and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022in 2003, the Issuing Entity Issuer shall furnish to the Indenture Trustee Collateral Agent an Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture Asset Pool One Supplement and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture Asset Pool One Supplement until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) March 31 in each calendar year, beginning April 30while any Series is outstanding, 2022commencing March 31, 2006, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any filings pursuant to the New Jersey UCC and Delaware UCC of financing statements and continuation statements as is necessary to maintain the Lien and security interest, and the first priority thereof, created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Grant, Lien and security interest, and the Lien created by this Indenturefirst priority thereof. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any filings pursuant to the New Jersey UCC and Delaware UCC of financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Grant, Lien and security interest of this Indenture until April 30 March 31 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings pursuant to the New Jersey UCC and Delaware UCC, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Transferred BGS Bondable Transition Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any either (i) all UCC financing statements and continuation statements as have been executed and filed that are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such actionfilings or (ii) no such action shall be necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 2019, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording re‑recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution authorization and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (ai) On the Closing Date, the Issuing Entity and the Grantor Trust Borrower shall furnish to the Indenture Trustee Collateral Agent and the Deal Agent, for the benefit of the Lenders, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this IndentureAgreement, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien first priority lien and security interest in favor of the Collateral Agent, for the benefit of the Lenders, created by this Indenture Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (bii) On or before April 30 (and, if such date is not a Business Day, Within 120 days after the next succeeding Business Day) in beginning of each calendar year, beginning April 30, 2022in 2006, the Issuing Entity Borrower shall furnish to the Indenture Trustee Collateral Agent and the Deal Agent, for the benefit of the Secured Parties, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Agreement and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is are necessary to maintain the Lien lien and security interest created by this Indenture Agreement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto Agreement and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture Agreement until April 30 January 31 in the following calendar year. For purposes of this Section 7.1, the first calendar year shall be the calendar year beginning more than six (6) months after the Closing Date.

Opinions as to Collateral. (a) On the Closing DateDate relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect satisfactory to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel Rating Agencies either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before May 30 in each calendar year, beginning in 2001, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel satisfactory to the Rating Agencies either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Effective Date, the Issuing Entity and the Grantor Trust shall Issuer will furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest in the Receivables and the proceeds thereof granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) March 31 in each calendar year, beginning April 30, 2022in 2003, the Issuing Entity shall Issuer will furnish to the Indenture Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest in the Receivables and the proceeds thereof created by this Indenture and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture until April 30 March 31 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 20222023, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Effective Date, the Issuing Entity and the Grantor Trust shall Issuer will furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest in the Collateral Certificate and the proceeds thereof granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) March 31 in each calendar year, beginning April 30, 2022in 2003, the Issuing Entity shall Issuer will furnish to the Indenture Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest in the Collateral Certificate and the proceeds thereof created by this Indenture and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture until April 30 March 31 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee, the Securities Administrator and the Owner Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien of this Indenture lien and first priority security interest in the Collateral and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and first priority security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15th in each calendar year, beginning April 30, 2022in 2008, the Issuing Entity Issuer shall furnish to the Indenture Trustee and the Securities Administrator an Opinion of Counsel at the expense of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture lien and first priority security interest in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture lien and security interest in the Collateral until April 30 December 31st in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any either (i) all UCC financing statements and continuation statements as have been executed and filed that are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such actionfilings or (ii) no such action shall be necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 2018, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution authorization and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (a) On the Closing DateDate relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before May 30 in each calendar year, beginning in 2002, Issuer shall furnish to Indenture Trustee an Opinion of Counsel satisfactory to the Rating Agencies either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Dateor before March 31 in each calendar year, while any Series is outstanding, commencing March 31, 2002, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish filings pursuant to the Indenture Trustee an Opinion Michigan UCC and the Delaware UCC of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest, and the perfection thereof, created by this Indenture and reciting the details of such action or (ii) stating that in the opinion of such counsel no such action is necessary to maintain such Grant, Lien and security interest, and the Lien created by this Indentureperfection thereof. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any filings pursuant to the Michigan UCC and the Delaware UCC of financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Grant, Lien and security interest of this Indenture until April 30 March 31 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement, the Servicing Agreement or this Indenture, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings pursuant to the Michigan UCC and the Delaware UCC, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Transferred Securitization Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before April 30 in each calendar year, beginning in 2004, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Issuance Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such action has been taken (and reciting the details of such action) with respect to the recording, filing, re-recording and refiling filing of this Indenture, any indentures supplemental hereto Indenture and any other requisite documents documents, and with respect to the authorization, execution and filing of any filings with the NHPUC pursuant to the Statute, financing statements and continuation statements statements, as are necessary to perfect the Lien of this Indenture, or (B) no such action is necessary to maintain make such Lien effective. (b) Prior to the Lien created by this Indenture effectiveness of any amendment to the Sale Agreement, the Issuer shall furnish to the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings with the NHPUC pursuant to the Statute and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the RRB Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Issuer shall furnish to the Trustee not later than March 31 of each year (commencing with March 31, 2003), an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such action has been taken (and reciting the details of such action or stating that referring to prior Opinions of Counsel in which such details are given) with respect to the opinion recording and filing of such counsel this Indenture and any other requisite documents, and with respect to the execution and filing of any filings with the NHPUC pursuant to the Statute, financing statements and continuation statements, as are necessary to maintain and continue the perfection and priority of the Lien of this Indenture until March 31 of the following year, or (B) no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 30 in the following calendar yearLien.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel stating to the effect that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien first priority lien and security interest of this Indenture Indenture, and reciting the details of such action, or (ii) no such action is necessary to make such lien and security interest effective. (b) On or before April 30 Within [90] days after the beginning of each calendar year (and, if such date is not a Business Daycommencing with the year ended [_____]), the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating to the effect that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as is are necessary to maintain the Lien lien and security interest created by this Indenture Indenture, and reciting the details of such action actions or stating that in the opinion of such counsel (ii) no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 [March 31] in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15 in each calendar year, beginning April 3015, 20222004, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 15 in the following calendar year.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before April 30 in each calendar year, beginning in 2001, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and the security interest of this Master Indenture, including with respect to the recording and filing of this Master Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the lien and the perfection of such security interest, and that such perfected security interest is of first priority. (b) On or before April 30 in each calendar year, beginning in 2003, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel (with a copy to each Rating Agency) either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Master Indenture, including with respect to the recording, filing, re-recording and refiling of this Master Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturelien and the perfection of such security interest, and that such perfected security interest is of first priority. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Master Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Master Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) March 31 in each calendar year, beginning April 30while any Series is outstanding, 2022commencing March 31, 2003, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any filings pursuant to the New Jersey UCC and the Delaware UCC of financing statements and continuation statements as is necessary to maintain the Lien and security interest, and the priority thereof, created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Lien and security interest, and the Lien created by this Indenturepriority thereof. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any filings pursuant to the New Jersey UCC and Delaware UCC of financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until April 30 March 31 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings pursuant to the New Jersey UCC and the Delaware UCC, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Transferred Bondable Transition Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing DateDate and each issuance date for a new Series, the Issuing Entity and the Grantor Trust shall will furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures Indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15th in each calendar year, beginning April 30, 2022in 2012, the Issuing Entity shall will furnish to the Indenture Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuing Entity either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture until April 30 15th in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Administrator and the Indenture Trustee an Opinion of Counsel stating thatto the effect that either, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting Indenture, or stating that, in the details opinion of such actioncounsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in [ ] of each calendar year, beginning April 30, 2022in [ ], the Issuing Entity Issuer shall furnish to the Administrator and the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and the security interest of this Indenture until April 30 [ ] in the following calendar year.

Opinions as to Collateral. (a) On the Closing Dateeach Series Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before March 31 in each calendar year, beginning in 2002, the Trust shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April 30 March 31 in the following calendar year.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and the security interest of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the lien and the perfection of such security interest, and that such perfected security interest is of first priority. (b) On or before April 30 in each calendar year beginning in the first year following the issuance of a Series of Notes other than Series 2004-1, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel (with a copy to each Rating Agency) either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturelien and the perfection of such security interest, and that such perfected security interest is of first priority. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and the security interest of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the lien and the perfection of such security interest, and that such perfected security interest is of first priority. (b) On or before April 30 in each calendar year, beginning in 2003, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel (with a copy to each Rating Agency) either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturelien and the perfection of such security interest, and that such perfected security interest is of first priority. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the initial issuance date, and thereafter, if and only to the extent required by the TIA, on the Closing DateDate relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) If and only to the extent required by the TIA, on or before May 30 in each calendar year, beginning in 2009, Issuer shall furnish to Indenture Trustee an Opinion of Counsel satisfactory to the Rating Agencies either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) March 31 in each calendar year, beginning April 30, 2022while any Series is outstanding, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and and, with respect to the authorization, execution and filing of any filings pursuant to the Competition Act or the UCC, financing statements and continuation statements as is necessary to maintain the Lien lien and security interest, and the first priority thereof, created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest, and the Lien created by this Indenturefirst priority thereof. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents documents, and the authorization, execution and filing of any filings pursuant to the Competition Act or the UCC, financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 March 31 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement, the Contribution Agreement or the Servicing Agreement, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings pursuant to the Competition Act or the UCC, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Transferred Intangible Transition Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) March 31 in each calendar year, beginning April 30while any Series is outstanding, 2022commencing March 31, 2003, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any filings pursuant to the New Jersey UCC of financing statements and continuation statements as is necessary to maintain the Lien and security interest, and the priority thereof, created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Grant, Lien and security interest, and the Lien created by this Indenturepriority thereof. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any filings pursuant to the New Jersey UCC of financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Grant, Lien and security interest of this Indenture until April 30 March 31 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings pursuant to the New Jersey UCC, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Transferred Bondable Transition Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel (with a copy to each Rating Agency, as applicable) either stating that, in the opinion of such counsel, such action has been taken to perfect the Lien of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements and amendments to financing statements or continuation statements, in such jurisdictions as are so necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such Lien. (b) On or before April September 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022in 2018, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the Lien of this Indenture in the Receivables, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation amendments to financing statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or so necessary, or, stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation amendments to financing statements that will, in the opinion of such counsel, be required to maintain the perfection of the Lien of this Indenture until April September 30 in the following calendar year. The cost of each such Opinion of Counsel required under this Section 3.6 shall be an expense of the Issuer and shall not be at the expense of the Indenture Trustee.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) February 15 in each calendar year, beginning April 30, 2022in 2000, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 in February 15th of the following calendar year.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any Series of Notes, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken (with respect a copy to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (beach Rating Agency) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and the security interest of this Master Indenture, including with respect to the recording and filing of this Master Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the lien and the perfection of such security interest, and that such perfected security interest is of first priority. (b) On or before April 30 in each calendar year, beginning in 2008, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel (with a copy to each Rating Agency) either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Master Indenture, including with respect to the recording, filing, re-recording and refiling of this Master Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturelien and the perfection of such security interest, and that such perfected security interest is of first priority. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Master Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Master Indenture until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any UCC financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 201[ ], the Issuing Entity Issuer shall furnish to the Indenture Trustee and the Rating Agencies an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture Indenture, the Sale and Servicing Agreement and the Receivables Purchase Agreement and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture Indenture, the Sale and Servicing Agreement and the Receivables Purchase Agreement and the priority thereof until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity Issuer shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been duly filed that are necessary to create and maintain the Grantor Trust lien and first-priority security interest of the Indenture Trustee in the Transaction SUBI Certificate and reciting the details of such action, or (ii) no such action is necessary to create and maintain such lien and security interest. (b) On or before April 30th of each calendar year, beginning with April 30, [_____], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, to the effect that in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any either (i) all financing statements and continuation statements as have been filed that are necessary to perfect continue the lien and make effective security interest of the Lien of this Indenture Trustee in the Transaction SUBI Certificates and reciting the details of such action. (b) On filings or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish referring to the Indenture Trustee an Opinion prior Opinions of Counsel either stating thatin which such details are given, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel (ii) no such action is necessary to maintain the Lien created by this Indenturecontinue such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 [March 31] in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15 in each calendar year, beginning April 3015, 2022200 , the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel - either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 15 in the following calendar year.

Opinions as to Collateral. (a) On the Closing DateEffective Date and each issuance date for a new series, the Issuing Entity and the Grantor Trust shall Issuer will furnish to the Indenture Trustee an a Master Owner Trust Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures Indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15th in each calendar year, beginning April 30, 2022in 2004, the Issuing Entity shall Issuer will furnish to the Indenture Trustee an a Master Owner Trust Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Master Owner Trust Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture until April 30 15th in the following calendar year.

Opinions as to Collateral. (a) On the Closing Issuance Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such action has been taken (and reciting the details of such action) with respect to the recording, filing, re-recording and refiling filing of this Indenture, any indentures supplemental hereto Indenture and any other requisite documents documents, and with respect to the authorization, execution and filing of any filings with the NHPUC pursuant to the Statute, financing statements and continuation statements statements, as are necessary to perfect the Lien of this Indenture, or (B) no such action is necessary to maintain make such Lien effective. (b) Prior to the Lien created by this Indenture effectiveness of any amendment to the Sale Agreement, the Issuer shall furnish to the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings with the NHPUC pursuant to the Statute and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the RRB Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Issuer shall furnish to the Trustee not later than March 31 of each year (commencing with March 31, 2002), an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such action has been taken (and reciting the details of such action or stating that referring to prior Opinions of Counsel in which such details are given) with respect to the opinion recording and filing of such counsel this Indenture and any other requisite documents, and with respect to the execution and filing of any filings with the NHPUC pursuant to the Statute, financing statements and continuation statements, as are necessary to maintain and continue the perfection and priority of the Lien of this Indenture until March 31 of the following year, or (B) no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 30 in the following calendar yearLien.

Opinions as to Collateral. (a) On the Closing Issuance Date, the Issuing Entity and the Grantor Trust Note Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (i) such action has been taken (and reciting the details of such action) with respect to the recording, filing, re-recording and refiling filing of this Indenture, any indentures supplemental hereto Note Indenture and any other requisite documents documents, and with respect to the authorization, execution and filing of any filings with the DTE pursuant to the Statute, financing statements and continuation statements statements, as are necessary to perfect the Lien of this Note Indenture, or (ii) no such action is necessary to maintain make such Lien effective. (b) Prior to the Lien created by this Indenture effectiveness of any amendment to the Sale Agreement, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings with the DTE pursuant to the Statute and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Note Issuer and the Note Trustee in the Transition Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Note Issuer shall furnish to the Note Trustee not later than March 31 of each year (commencing with March 31, 2002), an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such action has been taken (and reciting the details of such action or stating that referring to prior Opinions of Counsel in which such details are given) with respect to the opinion recording and filing of such counsel this Note Indenture and any other requisite documents, and with respect to the execution and filing of any filings with the DTE pursuant to the Statute, financing statements and continuation statements, as are necessary to maintain and continue the perfection and priority of the Lien of this Note Indenture until March 31 of the following year, or (B) no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 30 in the following calendar yearLien.

Opinions as to Collateral. (a) On the Closing Effective Date, the Issuing Entity and the Grantor Trust shall furnish furnished to the Indenture Trustee Collateral Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has had been taken with respect to the recording and filing of this Indenturethe Original Asset Pool One Supplement, any indentures supplemental hereto amendments, supplements or modifications thereto and any other requisite documents, documents and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are were necessary to perfect and make effective maintain the Lien perfection of the Security Interest granted by this Indenture Asset Pool One Supplement in favor of the Collateral Agent and reciting the details of such action, or stating that, in the opinion of such counsel, no such action was necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee Collateral Agent an Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuing Entity either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture Asset Pool One Supplement and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this IndentureAsset Pool One Supplement, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture Asset Pool One Supplement until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any UCC financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 2016, the Issuing Entity Issuer shall furnish to the Indenture Trustee and the Rating Agencies an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture Indenture, the Sale and Servicing Agreement and the Receivables Purchase Agreement and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture Indenture, the Sale and Servicing Agreement and the Receivables Purchase Agreement and the priority thereof until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (a) On the Closing DateDate relating to any new Series of Notes, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before May 30 in each calendar year, beginning in 2001, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording rerecording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April May 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing Date, the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any either (i) all UCC financing statements and continuation statements as have been executed and filed that are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such actionfilings or (ii) no such action shall be necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in June 30th of each calendar year, beginning April 30, 2022in 2016, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution authorization and filing of any UCC financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 30 in June 30th of the following calendar year.

Opinions as to Collateral. (a) On the Closing DateEffective Date and each issuance date for a new series, the Issuing Entity and the Grantor Trust shall Issuer will furnish to the Indenture Trustee an a Master Owner Trust Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures Indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements statements, as are necessary to perfect and make effective maintain the Lien perfection of the Security Interest granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) 15th in each calendar year, beginning April 30, 2022in 2005, the Issuing Entity shall Issuer will furnish to the Indenture Trustee an a Master Owner Trust Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Master Owner Trust Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures Indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture until April 30 15th in the following calendar year.

Opinions as to Collateral. (a) On Promptly after the Series Issuance Date for each Series (including the Closing Date), the Issuing Entity and the Grantor Trust Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents, and with respect to the authorization, execution and filing of any filings with the PUCT or the Texas Secretary of State pursuant to the Securitization Law and the Financing Order and any financing statements and continuation statements statements, as are necessary to perfect and make effective the Lien lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) June 1 in each calendar year, while any Series is outstanding, beginning April 30on June 1, 20222004, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any filings with the PUCT or the Texas Secretary of State pursuant to the Securitization Law and the Financing Order and any financing statements and continuation statements as is are necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien created by this Indenturesuch lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any filings with the PUCT or the Texas Secretary of State, financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of lien created by this Indenture until April 30 June 1 in the following calendar year. (c) Prior to the effectiveness of any amendment to the Sale Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel either (A) stating that, in the opinion of such counsel, all filings, including filings with the PUCT and the Texas Secretary of State pursuant to the Securitization Law or the Financing Order, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Transition Property and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Opinions as to Collateral. (a) On the Closing Effective Date, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and maintain the perfection of the Security Interest granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before [ ] in each calendar year, beginning in 20[ ], the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuing Entity either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien first priority lien and Security Interest created by this Indenture and reciting the details of such action or stating that (ii) in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenturesuch lien and Security Interest. Such Opinion of Counsel shall will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental amendments, supplements or modifications hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and Security Interest of this Indenture until April 30 in the following calendar year.

Opinions as to Collateral. (a) On the Closing DateSeries Issuance Date relating to any new Series of Notes, the Issuing Entity and the Grantor Trust shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action. (b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022, the Issuing Entity Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are so necessary and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such lien and security interest. (b) On or before April 30 in each calendar year, beginning in 2001, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken to perfect the lien and security interest of this Indenture, including without limitation with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is so necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indentureperfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-re- recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien perfection of the lien and security interest of this Indenture until April 30 in the following calendar year.