Common use of Opinions as to Trust Estate Clause in Contracts

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

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

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

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

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

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

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

Opinions as to Trust Estate. (a) Promptly after On the execution and delivery of this IndentureClosing Date, the Issuer shall furnish or cause to be furnished to the Trustee and the Insurer Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel, the execution Indenture 12 and delivery of the Indenture and the delivery for value to and taking of physical possession in the State of New York by the Indenture Trustee of the 2003-A SUBI Certificate, endorsed or registered in the name of the Indenture Trustee, will create a valid first priority perfected security interest, for the benefit of the Indenture Trustee on behalf of the holders of the Notes, in the Issuer's right, title and interest in the 2003-A SUBI Certificate. (b) Upon written request by the Indenture Trustee, on or before June 30 of each calendar year, beginning with June 30, 2004, 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 Trustee's first priority perfected lien and security interest of the Indenture Trustee in the collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, Collateral 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 is necessary to perfect continue such lien and security interest. (b) Within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, the Issuer shall furnish to the Trustee and the Insurer an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Trustee's first priority perfected security interest in the collateral (subject to the rights of the Insurer under the Insurance Agreement) for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

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

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

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