Opinions as to Pledged Assets. (a) On the Closing 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 UCC 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 Pledged Assets (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 Pledged Assets. (a) On the Series Issuance Date relating to any new Series of Notes, 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 as is necessary 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, 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.
Opinions as to Pledged Assets. On or before each calendar year beginning with the first calendar year commencing more than three months after the Closing Date for a Series, the Issuer shall furnish to the 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, rerecording and refiling of this Trust Agreement, any instruments supplemental hereto and 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 lien and security interest created by this Trust Agreement 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 Such Opinion of Counsel shall also describe the recording filing re-recording and refiling of this Trust Agreement any instruments 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 Trust Agreement.
Opinions as to Pledged Assets. (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 UCC financing statements and continuation statements have been executed (or otherwise authorized) and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest in the Pledged Assets for the benefit of the Noteholders and, to the extent expressly set forth herein or the other Basic Documents, 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.
