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, 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 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, 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 execution, recording, filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Opinions as to Trust Estate. (a) On the Closing Date, 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 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, 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 execution, recording, filing or re‑recording re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, furnish or cause to be furnished, 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 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, furnish or cause to be furnished, 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 execution, recording, filing or re‑recording re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Opinions as to Trust Estate. (a) On the Closing Date, and on the date of execution of each indenture supplemental hereto, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee in the Receivables, for the benefit of the Issuer Secured Parties, 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) As and when specified Within 90 days after the beginning of each calendar year, commencing in Section 10.02(h) of the Sale and Servicing Agreement2008, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements and any other requisite documents as are necessary to maintain the first priority 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 and security interest. Such Opinion of Counsel shall also describe any action necessary (as of the execution, recording, filing or re-recording and refiling date of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, such opinion) to be taken in the opinion of such counsel, be required following year to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be deliveredIndenture.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, furnish or cause to be furnished, 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 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 The Issuer shall furnish, furnish or cause to be furnished, furnished to the Indenture Trustee an Opinion of Counsel Counsel, dated as of a date within 90 days after the beginning of each fiscal year of the Issuer, beginning in 2015, either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re‑recording re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, furnish or cause to be furnished, 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 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 The Issuer shall furnish, furnish or cause to be furnished, furnished to the Indenture Trustee an Opinion of Counsel Counsel, dated as of a date within 90 days after the beginning of each fiscal year of the Issuer, beginning in 2014, either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re‑recording re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, 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 execution, 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 and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified On or before [ ] in Section 10.02(h) of the Sale and Servicing Agreementeach calendar year, beginning in 20[__], the Issuer shall furnish, furnish or cause to be furnished, 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 execution, recording, filing, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents 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 execution, recording, filing or filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date [ ] in the following calendar year on which such Opinion of Counsel must again be deliveredyear.

Opinions as to Trust Estate. (a) On the Closing Date, and on the date of execution of each indenture supplemental hereto, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee in the Receivables, for the benefit of the Issuer Secured Parties, 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) As and when specified Within 90 days after the beginning of each calendar year, commencing in Section 10.02(h) of the Sale and Servicing Agreement2009, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements and any other requisite documents as are necessary to maintain the first priority 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 and security interest. Such Opinion of Counsel shall also describe any action necessary (as of the execution, recording, filing or re-recording and refiling date of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, such opinion) to be taken in the opinion of such counsel, be required following year to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be deliveredIndenture.

Opinions as to Trust Estate. (a) On the Closing Date, and on the date of execution of each indenture supplemental hereto, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee in the Receivables, for the benefit of the Issuer Secured Parties, 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) As and when specified Within 90 days after the beginning of each calendar year, commencing in Section 10.02(h) of the Sale and Servicing Agreement2007, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements and any other requisite documents as are necessary to maintain the first priority 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 and security interest. Such Opinion of Counsel shall also describe any action necessary (as of the execution, recording, filing or re-recording and refiling date of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, such opinion) to be taken in the opinion of such counsel, be required following year to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be deliveredIndenture.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, furnish or cause to be furnished, 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 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 The Issuer shall furnish, furnish or cause to be furnished, furnished to the Indenture Trustee an Opinion of Counsel Counsel, dated as of a date within 90 days after the beginning of each fiscal year of the Issuer, beginning in 2016, either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re‑recording re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.. 13 (Nissan 2015-C Indenture)

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, furnish or cause to be furnished, 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 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 The Issuer shall furnish, furnish or cause to be furnished, furnished to the Indenture Trustee an Opinion of Counsel Counsel, dated as of a date within 90 days after the beginning of each fiscal year of the Issuer, beginning in 2016, either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re‑recording re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.. 13 (Nissan 2015-B Indenture)

Opinions as to Trust Estate. (a) On the Closing Date, and on the date of execution of each indenture supplemental hereto, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee in the Receivables, for the benefit of the Issuer Secured Parties, 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) As and when specified Within 90 days after the beginning of each calendar year, commencing in Section 10.02(h) of the Sale and Servicing Agreement2006, the Issuer shall furnish, or cause to be furnished, furnish to the Indenture Trustee and the Note Insurer 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, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements and any other requisite documents as are necessary to maintain the first priority 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 and security interest. Such Opinion of Counsel shall also describe any action necessary (as of the execution, recording, filing or re-recording and refiling date of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, such opinion) to be taken in the opinion of such counsel, be required following year to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be deliveredIndenture.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, 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 execution, 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 and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified On or before [_____], in Section 10.02(h) of the Sale and Servicing Agreementeach calendar year, beginning in 200[_], the Issuer shall furnish, or cause to be furnished, 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 execution, recording, filing, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents 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 execution, recording, filing or filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date [________] in the following calendar year on which such Opinion of Counsel must again be deliveredyear.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, 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 execution, 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 and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified On or before [ ] in Section 10.02(h) of the Sale and Servicing Agreementeach calendar year, beginning in 20[__], the Issuer shall furnish, furnish or cause to be furnished, 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 execution, recording, filing, re-recording and re-filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents 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 execution, recording, filing or filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date [ ] in the following calendar year on which such Opinion of Counsel must again be deliveredyear.

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, 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 execution, recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified On or before [MONTH AND DAY], in Section 10.02(h) of the Sale and Servicing Agreementeach calendar year, beginning in [YEAR], the Issuer shall furnish, or cause to be furnished, 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 execution, recording, filing or re‑recording filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.security

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, 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, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified On or before May 31, in Section 10.02(h) of the Sale and Servicing Agreementeach calendar year, beginning in 1998, the Issuer shall furnish, or cause to be furnished, 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 or re‑recording filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.security

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, 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, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified On or before March 31, in Section 10.02(h) of the Sale and Servicing Agreementeach calendar year, beginning in 2005, the Issuer shall furnish, or cause to be furnished, 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 or re‑recording filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements and any other requisite documents 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 execution, recording, filing or filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and the filing of any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date March 31 in the following calendar year on which such Opinion of Counsel must again be delivered.year. Indenture

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause furnish 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 execution, recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) As and when specified in Section 10.02(h) Within 120 days after the beginning of each calendar year which commences more than three months after the Sale and Servicing AgreementCutoff Date, the Issuer shall furnish, or cause furnish 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 execution, recording, filing or re‑recording filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents as are 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 execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.such

Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish, or cause to be furnished, deliver to the Indenture Trustee and the Insurer an Opinion of Counsel substantially in the form attached hereto as EXHIBIT B. (b) On or before March 31 of each year (commencing with the year 2003), the Issuer shall deliver to the Indenture Trustee and the Insurer an Opinion of Counsel acceptable to such parties either stating that, in the opinion of such counsel, such action has been taken with respect to the executionrecording, filing, re-recording and filing refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other requisite documents as is necessary to perfect and make effective maintain the lien and security 27 interest of 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) As and when specified in Section 10.02(h) of the Sale and Servicing Agreement, 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 execution, recording, filing or re‑recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture 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 execution, recording, filing or filing, re-recording and refiling of this Indenture, any indentures supplemental hereto, hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements and any other documents that willshall, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date March 31 in the following calendar year on which such Opinion of Counsel must again be deliveredyear.