Common use of Opinions as to Trust Estate Clause in Contracts

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, 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 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 and filing of any financing statements and continuation statements as is necessary to maintain 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 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 and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, Mortgage Loans and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before ___________ in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein ____, the Issuer shall furnish to the Indenture Trustee 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 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 in the Mortgage Loans 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Mortgage Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15th in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2006, the Issuer shall furnish to the Indenture Trustee 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 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March 31 December 31st in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, 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 with respect to the execution, recording and filing of this Indenture, any indentures supplemental hereto, any requisite financing statements and continuation statements and any other requisite documents necessary to perfect and make effective the lien and security interest of this Indenture or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified in Section 10.02(h) of the Sale and Servicing Agreement, 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 with respect to the execution, recording, filing, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization and filing of hereto, any financing statements and continuation statements as is and any other requisite documents 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 lien and security interest. Such Opinion of Counsel shall also describe the execution, recording, filing, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization and filing of hereto, any financing statements and continuation statements and any other documents that shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 the date in the following calendar yearyear on which such Opinion of Counsel must again be delivered.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 15 in each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee 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-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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2024, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2022, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2019, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2021, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2020, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2025, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish 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 executed and filed that are necessary to create and continue the Indenture Trustee's first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, 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 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 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 such Lien and lien an 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 and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, 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 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 and filing of any financing statements and continuation statements as is necessary to maintain 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 such Lien and an 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 and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2023, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2022, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2021, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2024, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2025, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2006, the Issuer shall furnish to the Indenture Trustee 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 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 20[__], 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 15 in each calendar year, beginning in 2002, the Issuer shall furnish to the Indenture Trustee 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-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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2006, the Issuer shall furnish to the Indenture Trustee 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 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 first priority security interest created by this Indenture 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 such Lien lien and security interest. 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing DateNot later than March 31 of each calendar year beginning with March 31, 2023, the Issuer shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, 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 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 documents, including the authorization execution and filing of any such filings (including financing statements and continuation statements statements) with the Louisiana Filing Officer pursuant to the Securitization Act and the Financing Order, as is necessary to maintain the Lien and the perfected 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 such Lien and security interestthe 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 including the authorization execution and filing of any filings of financing statements and continuation statements with the Louisiana Filing Officer that shallwill, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture. (b) Prior to the effectiveness of this any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture until March 31 Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the following calendar yearopinion of such counsel, all filings, including UCC financing statements and other filings with the Louisiana Filing Officer pursuant to the Securitization Act or the applicable Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien and the perfected security interest created by this Indenture, 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 the Lien.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2020, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2018, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 120 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal calendar year beginning more than three months after the Cutoff Date, 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 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 are 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 January 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 15 in each calendar year, beginning in 2004, the Issuer shall furnish to the Indenture Trustee 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-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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2013, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2017, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2014, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2015, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2023, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 December 31st in each calendar year, beginning in 2006, the Issuer shall furnish to the Indenture Trustee 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 rerecording 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2016, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 20[___], the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture Owner Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such actions have been taken with respect to the filing of any financing statements, as are necessary to perfect and make effective the lien and security interest of the Indenture Trustee in the Collateral and reciting the details of such action has or stating that, in the opinion of such counsel, no such actions are necessary to make such lien and security interest effective. (b) On or before April 15th in each calendar year, beginning in 2006, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel, at the expense of the Issuer, either stating that, in the opinion of such counsel, such actions have 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 are necessary to maintain the Lien Indenture Trustee’s lien and security interest created by this Indenture in the Collateral and reciting the details of such action actions or stating that that, in the opinion of such counsel counsel, no such action is actions are necessary to maintain such Lien 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 shall, in the opinion of such counsel, be required to maintain the Lien lien and security interest in the Collateral until December 31st of this Indenture until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Trustee, the Indenture Trustee Collateral Agent and the Security 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest in favor of the Indenture Trustee in the Collateral Agent, for the benefit of the NoteholdersIssuer Secured Parties, created by this Indenture and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 120 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal calendar year beginning more than three months after the Cutoff Closing Date, the Issuer shall furnish to the Trustee, Indenture Trustee Collateral Agent and the Security Insurer 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 are 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 January 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Trustee, the Indenture Trustee Collateral Agent and the Security Insurer an Opinion of Counsel to if then required by the effect TIA either stating that, in the opinion of such counsel, either (i) all 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 and filing of any financing statements and continuation statements have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest in favor of the Indenture Trustee in the Collateral Agent, for the benefit of the NoteholdersIssuer Secured Parties, created by this Indenture and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 30 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal calendar year beginning more than three months after the Cutoff Closing Date, the Issuer shall cause the Servicer to furnish to the Trustee, Indenture Trustee Collateral Agent and the Security Insurer 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 and filing of any financing statements and continuation statements as is are necessary to maintain the Lien lien and perfected first priority 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 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 and filing of any financing statements and continuation statements that shallwill, in the opinion of such counsel, be required to maintain the Lien such lien and security interest of this Indenture until March 31 January 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2003, the 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2010, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2004, the Issuer shall furnish to the Indenture Trustee 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 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2002, the 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating that, upon delivery of the Loan Agreements relating 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 Initial Home Equity Loans to create and continue the first priority perfected security interest of the Indenture Trustee or the Custodian, the Indenture Trustee will have a perfected, first priority security interest in the 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 interestHome Equity Loans. (b) Within 90 days after the On or before December 31st in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2004, the Issuer shall furnish to the Indenture Trustee 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 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 in the Home Equity Loans 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Home Equity Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2003, the Issuer shall furnish to the Indenture Trustee 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 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Datedate of issuance and delivery of the Initial Notes, the Issuer Corporation shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counselCounsel, 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 make effective the security interest in favor of the Trustee, for the benefit of the Trustee, 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 make such lien and security interest effective. (b) On or before December 31 in each calendar year, beginning in 2001, the Corporation shall furnish to the Trustee an opinion of Counsel with respect to each jurisdiction in which the Financed Student Loans are located or a Uniform Commercial Code financing statement has been filed by the Corporation 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 created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel Counsel no such action is necessary to maintain such Lien lien and security interest. Such Opinion 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On Upon the Closing Dateinitial Company Order to the Trustee for the authentication of Notes under this Indenture, the Issuer Company shall furnish deliver to the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all that this Indenture, together with the filing referred to in the next sentence, creates as security for the Notes a security interest in the Contracts, and identifiable cash proceeds thereof in the Operating Account and the Sinking Fund Account; (ii) that a financing statements statement with respect to the Contracts has been filed with the Texas Secretary of State pursuant to the Texas Uniform Commercial Code, as amended; (iii) that the security interest in the Trust Estate has been perfected and continuation statements have been executed is a valid second priority security interest; and filed (iv) that no other filings in any jurisdiction or any other actions are necessary to create and continue perfect the first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit Trust Estate, as constituted as of the Noteholders, and reciting the details date 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 interestopinion, as against any third parties. (b) Within 90 days after the beginning of On or before December 15, in each fiscal calendar year of the Issuer beginning commencing with the first fiscal year beginning more than three months after the Cutoff Date1998, the Issuer Company 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 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 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 December 15 in the following calendar year. In rendering such opinion, such counsel may rely upon an Officers' Certificate of the Servicer as to the filing of any financing statements and to the effect that no further assignment of the related Contract or satisfaction and discharge thereof has been recorded and that the original financing statements so filed have not been discharged.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2013, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating that, upon delivery of the Loan Agreements relating 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 Initial Home Equity Loans to create and continue the first priority perfected security interest of the Indenture Trustee or the Custodian, the Indenture Trustee will have a perfected, first priority security interest in the 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 interestHome Equity Loans. (b) Within 90 days after the On or before December 31st in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2003, the Issuer shall furnish to the Indenture Trustee 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 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 in the Home Equity Loans 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Home Equity Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2011, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee, the Credit Enhancer and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating that, upon delivery of the Loan Agreements relating 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 Initial Home Equity Loans to create and continue the first priority perfected security interest of the Indenture Trustee or the Custodian, the Indenture Trustee will have a perfected, first priority security interest in the 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 interestHome Equity Loans. (b) Within 90 days after the On or before December 31st in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2006, the Issuer shall furnish to the Indenture Trustee 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 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 in the Home Equity Loans 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Home Equity Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 120 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal calendar year beginning more than three months after the Cutoff Date, 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 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 are 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 June 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2017, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.. 17 (2016-B Indenture)

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateApril 15, 1996, 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 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statement as are necessary to create perfect and continue make effective the first priority perfected security interest Lien of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such security interestLien effective. (b) Within 90 days after On or before the date set forth in the Series Trust Indenture in each calendar year, beginning of each fiscal year of on the Issuer beginning with date set forth in the first fiscal year beginning more than three months after the Cutoff DateSeries Trust Indenture, 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 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 are necessary to maintain the 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 such Lien and security interestLien. Such Opinion of Counsel shall also describe the details of 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 shallwill, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 such date in the following calendar fiscal year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Security 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before September 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 1997, the Issuer shall furnish to the Indenture Trustee and the Security Insurer 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 September 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2010, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the each Indenture Trustee in the Collateral for the benefit of the Noteholders, Supplement and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before March 31, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 200_, 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 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 necessary to maintain the Lien lien and security interest created by this each Indenture Supplement and reciting the details of such action action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien lien and security interest. 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this each Indenture Supplement until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of Counsel to Counsel, at the effect thatexpense of the Issuer, stating that (i) in the opinion of such counsel, either (i) all 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected Lien and security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, Mortgage Loans and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given action, or (ii) in the opinion of such counsel, no such action shall be is necessary to perfect make such Lien and security interestinterest effective. (b) Within 90 days after the beginning On or before December 31st of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datecalendar year, commencing in 2004, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either at the expense of the Issuer stating that, that (i) 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 and security interest created by this Indenture in the Mortgage Loans and reciting the details of such action or stating that (ii) in the opinion of such counsel 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 re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents documents, and the authorization execution and filing of any financing statements and continuation statements that shallwill, in the opinion of such counsel, be required to maintain the Lien and security interest in the Mortgage Loans until December 31 of this Indenture until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 15th in each calendar year, beginning in 2006, the Issuer shall furnish to the Indenture Trustee 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 rerecording 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March 31 December 31st in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 15th in each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee 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 rerecording 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March 31 December 31st in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2009, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2020, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before March 15, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2004, the 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Owner Trustee shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateApril 15, 2003, the Issuer Owner Trustee 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2018, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.. 18 (2017-B Indenture)

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2007, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2019, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2017, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee, the Note Insurer and the Owner Trustee 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 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 have been executed and filed that continu ation statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before March 1 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 1999, the Issuer shall furnish to the Indenture Trustee and the Note Insurer 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 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2012, the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 120 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal calendar year beginning more than three months after the Cutoff Date, 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 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 are 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2007, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2024, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Owner Trustee shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateApril 15, 2001, the Issuer Owner Trustee 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2016, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before March 15, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2005, the 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2025, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating that, upon delivery of the Loan Agreements relating 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 Initial Home Equity Loans to create and continue the first priority perfected security interest of the Indenture Trustee or the Custodian, the Indenture Trustee will have a perfected, first priority security interest in the 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 interestHome Equity Loans. (b) Within 90 days after the On or before December 31st in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2005, the Issuer shall furnish to the Indenture Trustee 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 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 in the Home Equity Loans 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Home Equity Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2021, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 120 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal calendar year beginning more than three months after the Cutoff Date, 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 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 are 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 January 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Initial Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateApril 30, 2000, 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 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Datedate of issuance and delivery of the Initial Notes, the Issuer Corporation shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counselCounsel, 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 make effective the security interest in favor of the Trustee, for the benefit of the Trustee, 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 make such lien and security interest effective. (b) On or before June 30 in each calendar year, beginning in 1998, the Corporation shall furnish to the Trustee an opinion of Counsel with respect to each jurisdiction in which the Financed Student Loans are located or a Uniform Commercial Code financing statement has been filed by the Corporation 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 created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel Counsel no such action is necessary to maintain such Lien lien and security interest. Such Opinion 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 June 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Swap Counterparty 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 first priority perfected security interest of (A) the Indenture Trustee in the Collateral for the benefit of (1) the NoteholdersNoteholders and (2) the Swap Counterparty in the Collateral to secure amounts owed by the Issuer to the Swap Counterparty pursuant to the Swap Agreement, 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 fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture Trustee and the Swap Counterparty 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 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 such Lien and lien an 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 and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of Counsel to at the effect expense of the Issuer either stating that, in the opinion of such counsel, either (i) all 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 filing of any financing statements and continuation statements have been executed and filed that statements, as are necessary to create perfect the lien and continue the first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, Loans and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect such lien and security interest. (b) Within 90 days after the On or before December 31st in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2005, the Issuer shall furnish to the Indenture Trustee 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, rerecording and re-recording and refiling filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as is necessary to maintain the Lien lien and security interest created by this Indenture in the Loans 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 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 and filing of any financing statements and continuation statements that shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Initial Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before ____________ in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date_______, _____, 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 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 __________ in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to and 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 first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture 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, 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 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 15th in each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee 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-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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March 31 December 31st in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, Date and on the Issuer shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning date of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Dateindenture supplement hereto, if any, 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 with respect to the recording and filing of this Indenture, and indentures supplemental hereto and 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 first priority Lien and security interest in favor of the Indenture Trustee for the benefit of the Noteholders, 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 make such lien and security interest effective. (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 Agent 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 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 and security interest created by this Indenture with respect to the Trust Estate 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 lien and security interest. The Issuer shall also provide the Indenture Trustee and the Agent with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. 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 shallwill, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 with respect to the Trust Estate. If the Opinion of Counsel delivered to the Indenture Trustee and the Agent hereunder specifies future action to be taken by the Issuer, the Issuer shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion of Counsel to the following calendar yeareffect required hereby.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2005, the Issuer shall furnish to the Indenture Trustee 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 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 first priority security interest created by this Indenture 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 such Lien lien and security interest. 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating that, upon delivery of the Loan Agreements relating 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 Initial Home Equity Loans to create and continue the first priority perfected security interest of the Indenture Trustee or the Custodian, the Indenture Trustee will have a perfected, first priority security interest in the 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 interestHome Equity Loans. (b) Within 90 days after the On or before December 31st in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2006, the Issuer shall furnish to the Indenture Trustee 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 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 in the Home Equity Loans 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Home Equity Loans until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2018, the Issuer shall furnish or 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, 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.. 17 (2017-A Indenture)

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2023, 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 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 in the opinion of such counsel no such action is necessary to maintain such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 in April 30 of the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee, the Bond Insurer and the Owner Trustee 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 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 have been executed and filed that continu ation statements, as are necessary to create perfect and continue make effective the lien and first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and first priority security interestinterest effective. (b) Within 90 days after the On or before April 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 1999, the Issuer shall furnish to the Indenture Trustee and the Bond Insurer 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 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 first priority security interest created by this Indenture 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture in the Collateral until March December 31 in the following calendar year.

Opinions as to Trust Estate. (a) On the Initial Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateApril 30, 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 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, Restatement Date and on the Issuer shall furnish 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 executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the 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. (b) Within 90 days after the beginning date of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Dateindenture supplement hereto, if any, 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 with respect to the recording and filing of this Indenture, and indentures supplemental hereto and 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 first priority Lien and security interest in favor of the Indenture Trustee for the benefit of the Noteholders, 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 make such lien and security interest effective. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than three months after the Initial Closing Date, the Issuer shall furnish to the Indenture Trustee and the Agent 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 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 and security interest created by this Indenture with respect to the Trust Estate 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 lien and security interest. The Issuer shall also provide the Indenture Trustee and the Agent with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. 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 shallwill, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 with respect to the Trust Estate. If the Opinion of Counsel delivered to the Indenture Trustee and the Agent hereunder specifies future action to be taken by the Issuer, the Issuer shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion of Counsel to the following calendar yeareffect required hereby.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before March 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateMarch 15, 20__, 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 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any UCC financing statements and continuation statements have been executed and filed that statements, as are necessary to create (x) perfect the transfers from and continue grants of security interests by Trendwest, TRI I, TRI II, TW Holdings and TW Holdings II to the Issuer, and (y) perfect and make effective the first priority perfected lien and security interest in the Trust Estate in favor of the Indenture Trustee in the Collateral Trustee, for the benefit of the Noteholders, created by this Indenture and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the beginning of On or before each fiscal year anniversary of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel with respect to each jurisdiction in which a UCC financing statement has been filed against each of Trendwest, TW Holdings, TW Holdings II, TRI I TRI II, and 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 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 first priority lien and security interest created by this Indenture Indenture, and the security interest, if applicable, created by the Receivables Purchase 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 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture and the security interest, if applicable, created by the Receivables Purchase Agreement until March 31 the next date a continuation statement must be filed to maintain the Trustee's interest in the following calendar yearCollateral.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest in favor of the Indenture Trustee in the Collateral Trustee, for the benefit of the NoteholdersNoteholders and the Note Purchaser, created by this Indenture in the Receivables and such other items of Collateral that the Note Purchaser may reasonably request be the subject of such opinion (the "Opinion Collateral") and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the beginning of each fiscal year of the Issuer calendar year, beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2006, the Issuer shall furnish to the Indenture Trustee and the Note Purchaser 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 are necessary to maintain the Lien lien and security interest created by this Indenture in the Receivables 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 lien and security interest. Such Opinion of Counsel shall also describe any action necessary (as of the recording, filing, re-recording and refiling date of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization and filing of any financing statements and continuation statements that shall, such opinion) to be taken in the opinion of such counsel, be required following year to maintain the Lien lien and security interest of this Indenture until March 31 in the following calendar yearReceivables.

Opinions as to Trust Estate. (a) On the Initial Closing Date, the Issuer shall furnish to the Indenture Trustee 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 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 have been executed and filed that as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before August 15 in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff DateAugust 15, 2000, 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 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 such Lien the lien and security interestinterest 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 August 15 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish cause to be furnished to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 2000, the 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer Issuing Entity [and the Grantor Trust] shall furnish to the Indenture Trustee 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 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 have been executed and filed that statements, as are necessary to create perfect and continue make effective the first priority perfected lien and security interest of the this Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings action, or referring to prior Opinions stating that, in the opinion of Counsel in which such details are given or (ii) counsel, no such action shall be is necessary to perfect make such lien and security interestinterest effective. (b) Within 90 days after the On or before April 30, in each calendar year, beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Datein 20[ ], the Issuer 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 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 such Lien 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 shallwill, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until March 31 April 30 in the following calendar year.