Common use of Opinions as to Collateral Clause in Contracts

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On the execution and delivery of this IndentureIssuance Date, the Note Issuer shall furnish to the Indenture Note Trustee and the Insurer an Opinion of Counsel to the effect either stating that, in the opinion of such counsel, either (iA) all such action has been taken (and reciting the details of such action) with respect to the recording and filing of 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, UCC financing statements and UCC continuation statements statements, as are necessary to perfect the lien and security interest of this Note Indenture, or (B) no such action is necessary to make such lien and security interest effective. (b) Prior to the effectiveness of any amendment to the Sale Agreement, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either (A) 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 create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Note Issuer and the Note Trustee in the Collateral (subject to Transition Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this IndentureOn or before March 31 in each calendar year, while any Bonds are Outstanding, commencing March 31, 2008, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion or Opinions of Counsel to the effect either stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing pursuant to the Statute and the UCC of any filings, including any financing statements and continuation statements, as are necessary to maintain the Lien and security interest created by this Indenture, and the first priority thereof, and reciting the details of such action (or stating that in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and security interest, or the first priority thereof). Such Opinion of Counsel shall also describe the filings pursuant to the Statute and the UCC that will, in the opinion of such counsel, be required to maintain the perfection of the Lien and security interest of this Indenture and the first priority thereof, until December 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 Opinion of Counsel either (i) stating that, in the opinion of such counsel, all financing statements filings, including filings pursuant to the Statute and continuation statements the UCC, as applicable, have been executed and filed that are necessary fully to create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Issuer and the Trustee in the Collateral (subject to Series A Storm-Recovery Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.; and (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut-Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this IndentureOn or before March 31 in each calendar year, while any Series is outstanding, commencing March 31, 2002, the Issuer shall furnish to the Indenture Trustee and the Insurer an Issuer Opinion of Counsel to the effect either stating that, in the opinion of such counsel, either (i) all such action has been taken with respect to the 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 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 first priority thereof. Such Issuer Opinion of Counsel shall also describe the 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 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 create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Issuer and the Trustee in the Collateral (subject to Transferred Bondable Transition Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.; and (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Initial Cutoff Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On or before March 31 in each calendar year, while any Series is outstanding, commencing March 31, 2002, the Issuer shall furnish to the 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 execution and delivery filing of any filings pursuant to the Michigan UCC and the 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 (ii) stating that in the opinion of such counsel no such action is necessary to maintain such Grant, Lien and security interest, and the first priority thereof. Such Issuer Opinion of Counsel shall also describe the 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 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 Indenture Trustee and the Insurer an Issuer Opinion of Counsel to the effect either (i) stating that, in the opinion of such counsel, either (i) all financing statements filings, including filings pursuant to the Michigan UCC and continuation statements the Delaware UCC, have been executed and filed that are necessary fully to create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Issuer and the Trustee in the Collateral (subject to Transferred Securitization Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly On or before [ ] in each calendar year, beginning at least 3 months after the execution and delivery issuance of this Indenturethe first Series of the Transition Bonds while any Series is outstanding, the Issuer shall furnish to the Indenture Bond Trustee and the Insurer an Opinion of Counsel to the effect either stating that, in the opinion of such counsel, either (i) all 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 execution and filing of any filings with the PUC pursuant to the Statute, 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 lien and security interest, and the first priority thereof. 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 execution and filing of any filings with the PUC, 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 [ ] 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 Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings with the PUC pursuant to the Statute, have been executed and filed that are necessary fully to create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Issuer and the Bond Trustee in the Collateral (subject to Transferred Intangible Transition Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this IndentureOn or before March 31 in each calendar year, while any Series is Outstanding, commencing March 31, 2002, the Issuer shall furnish to the Indenture Trustee and the Insurer an Issuer Opinion of Counsel to the effect either stating that, in the opinion of such counsel, either (i) all such action has been taken with respect to the execution and filing pursuant to the Michigan 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 Lien and security interest, and the priority thereof. Such Issuer Opinion of Counsel shall also describe the execution and filing of any filings pursuant to the Michigan UCC of financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the Lien and security interest of this Indenture until 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 Michigan UCC, have been executed and filed that are necessary fully to create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Issuer and the Trustee in the Collateral (subject to Securitization Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly On the Closing Date, promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue perfect the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNote Holders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNote Holders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after Upon the execution and delivery of this Indenture, the Issuer shall furnish to the Rating Agencies and the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.; and (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Initial Cutoff Date, the Issuer shall furnish to the Rating Agencies and the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, Noteholders and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On the execution and delivery of this IndentureClosing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On the execution and delivery of this IndentureClosing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut-Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of CounselCounsel (which may be the same Opinion of Counsel delivered pursuant to Section 9.02(i) of the Sale and Servicing Agreement), dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such 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 execution and filing of any 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 December 31 in the following calendar year.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.; and (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut-Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.; and (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On the execution and delivery of this IndentureClosing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of CounselCounsel (which may be the same Opinion of Counsel delivered pursuant to Section 9.02(i) of the Sale and Servicing Agreement), dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refliling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any 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 December 31 in the following calendar year.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this IndentureOn or before [_____] in each calendar year, while any Bonds are Outstanding, commencing [___________], [_____], the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion or Opinions of Counsel to the effect either stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing pursuant to the Statute and the UCC of any filings, including any financing statements and continuation statements, as are necessary to maintain the Lien and security interest created by this Indenture, and the first priority thereof, and reciting the details of such action (or stating that in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and security interest, or the first priority thereof). Such Opinion of Counsel shall also describe the filings pursuant to the Statute and the UCC that will, in the opinion of such counsel, be required to maintain the perfection of the Lien and security interest of this Indenture and the first priority thereof, until [_____] 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 Opinion of Counsel either (i) stating that, in the opinion of such counsel, all financing statements filings, including filings pursuant to the Statute and continuation statements the UCC, as applicable, have been executed and filed that are necessary fully to create preserve and continue protect the Indenture Trustee's first priority perfected security interest of the Issuer and the Trustee in the Collateral (subject to Series A Storm-Recovery Property and the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholdersproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect preserve and protect such security interest.

Opinions as to Collateral. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.filings (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On the execution and delivery of this IndentureClosing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.; and (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut-Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Opinions as to Collateral. (a) Promptly after On the execution and delivery of this IndentureClosing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cut-Off Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of CounselCounsel (which may be the same Opinion of Counsel delivered pursuant to Section 9.02(i) of the Sale and Servicing Agreement), dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the NoteholdersNoteholders and the Insurer, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such 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 execution and filing of any 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 December 31 in the following calendar year.