Common use of Opinions as to Indenture Collateral Clause in Contracts

Opinions as to Indenture Collateral. (a) On or before the Closing Date, the Issuer shall furnish to the Indenture Trustee and Hedge Counterparties an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of the Underlying Notes (or, in the case of Noteless Loans, a copy of the applicable Loan Register certified by a Responsible Officer of the Servicer) 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 make effective the 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 December 31 in each calendar year, beginning in 2004, the Servicer on behalf of the Issuer will furnish to the Indenture Trustee and Hedge Counterparties 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 any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the perfection of the 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 perfection of such lien and security interest. Such Opinion of Counsel shall also describe 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 Indenture Collateral. (a) On or before the Closing Date, the Issuer shall furnish to the Indenture Trustee and Hedge Counterparties an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of the Underlying Notes (or, in the case of Noteless Loans, a copy of the applicable Loan Register certified by a Responsible Officer of the Servicer) 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 make effective the 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 December March 31 in each calendar year, beginning in 20042007, the Servicer on behalf of the Issuer will furnish to the Indenture Trustee and Hedge Counterparties 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 any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the perfection of the 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 perfection of such lien and security interest. Such Opinion of Counsel shall also describe 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 Indenture Collateral. (a) On or before the Closing Date, the Issuer shall furnish to the Indenture Trustee and Hedge Counterparties an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of the Underlying Notes (or, in the case of Noteless Loans, a copy of the applicable Required Loan Register certified by a Responsible Officer of the ServicerDocuments) 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 make effective the 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 December 31 July 7 on each fifth anniversary thereof (or in each calendar yearthe case of an amendment of any applicable UCC provisions), beginning in 20042006, the Servicer on behalf of the Issuer will furnish to the Indenture Trustee and Hedge Counterparties 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 any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the perfection of the 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 perfection of such lien and security interest. Such Opinion of Counsel shall also describe 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 yearfive year period.

Opinions as to Indenture Collateral. (a) On or before the Closing Date, the Issuer shall furnish to the Indenture Trustee and Hedge Counterparties an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of the Underlying Notes (or, in the case of Noteless Loans, a copy of the applicable Loan Register certified by a Responsible Officer of the Servicer) 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 make effective the 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 December March 31 in each calendar year, beginning in 20042006, the Servicer on behalf of the Issuer will furnish to the Indenture Trustee and Hedge Counterparties 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 any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the perfection of the 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 perfection of such lien and security interest. Such Opinion of Counsel shall also describe 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 Indenture Collateral. (a) On or before the Closing Date, the Issuer shall furnish to the Indenture Trustee and Hedge Counterparties an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of the Underlying Notes (or, in the case of Noteless Loans, a copy of the applicable Loan Register certified by a Responsible Officer of the Servicer) 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 make effective the 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 December [March] 31 in each calendar year, beginning in 20042007, the Servicer on behalf of the Issuer will furnish to the Indenture Trustee and Hedge Counterparties 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 any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the perfection of the 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 perfection of such lien and security interest. Such Opinion of Counsel shall also describe 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.