Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 83 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2024-A), Indenture (Hyundai Auto Receivables Trust 2024-A), Indenture (Hyundai Auto Receivables Trust 2023-C)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ (7) days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 55 contracts

Samples: Toyota Auto Receivables 2024-B Owner Trust, Toyota Auto Receivables 2024-B Owner Trust, Toyota Auto Receivables 2024-a Owner Trust

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior~~ written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 43 contracts

Samples: Indenture (Honda Auto Receivables 2014-3 Owner Trust), Indenture (Honda Auto Receivables 2014-3 Owner Trust), Indenture (Honda Auto Receivables 2015-2 Owner Trust)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the ~~Issuer~~ Issuing Entity to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 42 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2024-B), Indenture (World Omni Auto Receivables Trust 2024-B), Indenture (World Omni Auto Receivables Trust 2024-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the ~~Issuer~~ Issuing Entity to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 40 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables Trust 2019-B), Indenture (World Omni Auto Receivables Trust 2019-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 33 contracts

Samples: Indenture (Harley-Davidson Motorcycle Trust 2013-1), Indenture (Harley-Davidson Motorcycle Trust 2013-1), Indenture (Harley-Davidson Motorcycle Trust 2012-1)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 31 contracts

Samples: Indenture (Toyota Auto Receivables 2013-a Owner Trust), Indenture (Toyota Auto Receivables 2013-a Owner Trust), Indenture (Toyota Auto Receivables 2012-B Owner Trust)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 30 contracts

Samples: Indenture (Toyota Auto Receivables 2017-B Owner Trust), Indenture (Toyota Auto Receivables 2017-B Owner Trust), Indenture (Toyota Auto Receivables 2016-B Owner Trust)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the ~~Issuer~~ Issuing Entity to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of ~~Counsel, in form and substance satisfactory to the Indenture Trustee,~~ Counsel stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention ~~of the provisions~~ of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 27 contracts

Samples: Indenture (CNH Equipment Trust 2024-B), Indenture (CNH Equipment Trust 2024-B), Indenture (CNH Equipment Trust 2023-B)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.7(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of ~~Counsel, in form and substance satisfactory to the Indenture Trustee,~~ Counsel stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of ~~the provisions of~~ this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 24 contracts

Samples: Ge Equipment (GE TF Trust), Indenture (GE TF Trust), Indenture (GE TF Trust)

Opinion of Counsel. The ~~Indenture~~ Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the ~~Indenture~~ Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Trustee in connection with any such action.. ARTICLE NINE

Appears in 22 contracts

Samples: Indenture (WFS Financial Auto Loans Inc), Indenture (WFS Financial Auto Loans Inc), Indenture (WFS Financial Auto Loans Inc)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 16 contracts

Samples: Indenture (Harley-Davidson Motorcycle Trust 2021-B), Indenture (Harley-Davidson Motorcycle Trust 2021-B), Sale and Servicing Agreement (Harley-Davidson Motorcycle Trust 2021-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the ~~Issuer~~ Issuing Entity to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 13 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2011-A), Indenture (World Omni Auto Receivables Trust 2011-A), Indenture (World Omni Auto Receivables Trust 2010-A)

Appears in 13 contracts

Samples: Honda Auto Receivables 2005-2 Owner Trust, Honda Auto Receivables 2007-2 Owner Trust, American Honda Receivables Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 13 contracts

Samples: World Omni Auto Receivables LLC, World Omni Auto Receivables Trust 2005-A, World Omni Auto Receivables Trust 2005-B

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days~~ (7) days’ prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 12 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2023-A), Trust Agreement (BMW Vehicle Owner Trust 2023-A), Trust Agreement (BMW Vehicle Owner Trust 2022-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days ~~prior~~ written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 12 contracts

Samples: Indenture (American Honda Receivables LLC), Indenture (Honda Auto Receivables 2018-4 Owner Trust), Indenture (American Honda Receivables LLC)

Appears in 11 contracts

Samples: Indenture (Harley-Davidson Motorcycle Trust 2004-2), Indenture (Harley-Davidson Motorcycle Trust 2009-2), Indenture (Harley Davidson Customer Funding Corp)

Opinion of Counsel. ~~The~~ Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by ~~the~~ Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and ~~the~~ Indenture Trustee ~~shall~~ may also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to ~~the~~ Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; ~~provided, however,~~ provided that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to ~~the~~ Indenture Trustee in connection with any such action.

Appears in 10 contracts

Samples: Wells Fargo Auto Receivables Corp, Bond Securitization LLC, Amsouth Auto Corp Inc

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days~~ days' prior ~~written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b)~~8.05(a) hereof, accompanied by copies of any instruments involved, and the Indenture Trustee ~~shall~~ may also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 9 contracts

Samples: Master Financial Asset Securitization Trust 1998-2, Life Financial Home Loan Owner Trust 1997-3, Empire Funding Home Loan Owner Trust 1998-1

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days~~ days’ prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 8 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2016-A), Indenture (BMW Vehicle Owner Trust 2016-A), Indenture (BMW Fs Securities LLC)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments ~~involved~~to be executed, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 8 contracts

Samples: J P Morgan Acceptance Corp I, Indenture (Cwabs Inc), Indenture (Morgan Stanley Abs Capital I Inc)

Opinion of Counsel. ~~The~~ Except to the extent specifically permitted by the terms of the Basic Documents, the Indenture Trustee shall receive at least seven ~~days~~ Business Days’ prior ~~written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b)~~8.05(a) hereof, accompanied by copies of any instruments involved, and the Indenture Trustee ~~shall~~ may also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, ~~stating~~ from the ~~legal effect of any such action, outlining the steps required to complete the same, and~~ Issuer concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 7 contracts

Samples: Indenture (H&r Block Inc), Indenture (H&r Block Inc), Indenture (H&r Block Inc)

Opinion of Counsel. The ~~Indenture~~ Note Trustee shall receive at ------------------- least seven ~~days prior written~~ days' notice when requested by the Note Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Note Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the ~~Indenture~~ Note Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such -------- ------- Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Note Trustee in connection with any such action.

Appears in 6 contracts

Samples: Sdg&e Funding LLC a De Limited Liability Co, Sdg&e Funding LLC a De Limited Liability Co, Pg&e Funding LLC

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 6 contracts

Samples: Indenture (Honda Auto Receivables 2002-3 Owner Trust), Indenture (American Honda Receivables Corp), Indenture (Honda Auto Receivables 2002-4 Owner Trust)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ (7) days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 6 contracts

Samples: Indenture (Harley-Davidson Motorcycle Trust 2024-A), Indenture (Harley-Davidson Motorcycle Trust 2024-A), Indenture (Harley-Davidson Motorcycle Trust 2023-B)

Appears in 6 contracts

Samples: Administration Agreement (Honda Auto Receivables 2004-3 Owner Trust), Honda Auto Receivables 2005-5 Owner Trust, Honda Auto Receivables 2005-3 Owner Trust

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Cit Funding Co, LLC), Indenture (Greatamerica Leasing Receivables 2001-1 LLC), Indenture (CIT Equipment Collateral 2004-Ef1)

Opinion of Counsel. The ~~Indenture~~ Note Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Note Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Note Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the ~~Indenture~~ Note Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Note Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Note Trustee in connection with any such action.

Appears in 5 contracts

Samples: Note Indenture (B E C Energy), Note Indenture (Wmeco Funding LLC), Note Indenture (Cl&p Funding LLC)

Opinion of Counsel. The Indenture Trustee shall receive at least ~~seven days prior~~ five Business Days written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b)~~8.03, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the ~~Notes~~ Environmental Control Bonds or the rights of the ~~Noteholders~~ Environmental Control Bondholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 5 contracts

Samples: Indenture (MP Environmental Funding LLC), Indenture (Monongahela Power Co /Oh/), Indenture (PE Environmental Funding LLC)

Opinion of Counsel. ~~The~~ Except to the extent specifically permitted by the terms of the Basic Documents, the Indenture Trustee shall receive at least seven ~~days~~ Business Days' prior ~~written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b)~~8.05(a) hereof, accompanied by copies of any instruments involved, and the Indenture Trustee ~~shall~~ may also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, ~~stating~~ from the ~~legal effect of any such action, outlining the steps required to complete the same, and~~ Issuer concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 5 contracts

Samples: Indenture (H&r Block Inc), Indenture (H&r Block Inc), Indenture (H&r Block Inc)

Opinion of Counsel. The ~~Indenture~~ Note Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the Note Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Note Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the ~~Indenture~~ Note Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Note Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Note Trustee in connection with any such action.

Appears in 4 contracts

Samples: Note Indenture (BEC Funding II, LLC), Note Indenture (BEC Funding II, LLC), Note Indenture (CEC Funding, LLC)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 3 contracts

Samples: Indenture (Cit Equipment Collateral 2003-Vt1), Heller Equipment (Heller Funding Corp Ii), Article Seven (Cit Equipment Collateral 2001-1)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Indenture (Firstplus Investment Corp), Indenture (Bear Stearns Asset Backed Securities Inc), Execution (Firstplus Investment Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. [remainder of this page intentionally left blank]

Appears in 3 contracts

Samples: Indenture (Cit Equipment Collateral 2000-1), Indenture (NCT Funding Co LLC), Ace Securities Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Indenture (Cit Equipment Collateral 2000-2), Indenture (NCT Funding Co LLC), Indenture (Cit Ec Ef 2001-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form ~~and substance~~ satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Indenture (Deutsche Recreational Asset Funding Corp), Indenture (Deutsche Recreational Asset Funding Corp), Deutsche Recreational Asset Funding Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Indenture (American Honda Receivables Corp), Honda Auto Receivables 2002-2 Owner Trust, American Honda Receivables Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Indenture (Cit Group Securitization Corp Ii), Indenture (Cit Group Securitization Corp Ii), Indenture (Central Originating Lease Trust)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the ~~Issuer~~ Owner Trustee to take any action pursuant to Section ~~8.04(b~~5.16(a), accompanied by copies of any instruments involved, and the Indenture Trustee ~~shall~~ may also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Note Insurer or Noteholders in contravention of the provisions of this Indenture; ~~provided, however,~~ provided that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Servicing Agreement (Capital One Auto Receivables LLC), Capital One Auto Receivables Trust 2001-B, Capital One Auto Finance Trust 2002-A

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require~~receive, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. ~~Counsel~~ The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Master Indenture, Master Indenture (Atlanticus Holdings Corp), Master Indenture (Atlanticus Holdings Corp)

Appears in 3 contracts

Samples: Indenture (Wholesale Auto Receivables Corp), Indenture (Asset Backed Securities Corp), Ace Securities Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of ~~Counsel~~Counsel of external counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the ~~Notes~~ Bonds or the rights of the ~~Noteholders~~ Holders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Transition Property Servicing Agreement (Oncor Electric Delivery Transition Bond Co LLC), Transition Property Servicing Agreement (Oncor Electric Delivery Transition Bond Co LLC), Transition Property Servicing Agreement (Oncor Electric Delivery Transition Bond Co LLC)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the ~~Noteholders~~ holders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Gs Mortgage Securities Corp, Goldman Sachs Asset Backed Securities Corp, Gs Mortgage Securities Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Indenture (First Merchants Acceptance Corp), Indenture (First Merchants Acceptance Corp), First Merchants Acceptance Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments ~~involved~~to be executed, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Household Consumer Loan Trust 1997-1), Pooling and Servicing Agreement (Household Consumer Loan Trust 1997-2), Pooling and Servicing Agreement (Household Consumer Loan Trust 1997-2)

Opinion of Counsel. The Indenture ~~Trustee~~ Collateral Agent shall receive at least seven ~~days prior~~ days’ written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the ~~Indenture~~ Trustee and not at the expense of the Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Trustee in connection with any such action.

Appears in 3 contracts

Samples: Note Depository Agreement (Franklin Receivables Auto Trust 2003-1), Note Depository Agreement (Franklin Auto Trust 2004-2), Note Depository Agreement (Franklin Auto Trust 2003-2)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2020-A), Indenture (Hyundai Auto Receivables Trust 2020-A)

Opinion of Counsel. The Indenture ~~Trustee~~ Collateral Agent shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the ~~Indenture~~ Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; ~~provided~~PROVIDED, ~~however~~HOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (TMS Auto Holdings Inc), TMS Auto Holdings Inc

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Note Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of ~~Counsel~~Counsel of external counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the ~~Noteholders~~ Holders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Note Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: CPL Transition Funding LLC, CPL Transition Funding LLC

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Auto Receivables Trust 2018-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the Swap Counterparty in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 2 contracts

Samples: Sale and Servicing Agreement and Trust Agreement (Harley-Davidson Motorcycle Trust 2007-3), Indenture (Harley-Davidson Motorcycle Trust 2008-1)

Appears in 2 contracts

Samples: Orix Credit Alliance Receivables Trust 2000-A, Orix Credit Alliance Receivables Trust 2000 B

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Caterpillar Financial Funding Corp, Metlife Capital Equipment Loan Trusts

Opinion of Counsel. The Indenture Trustee shall receive ------------------ at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments ~~involved~~to be executed, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Master Servicing Agreement (Provident Bank), Master Servicing Agreement (Indymac Abs Inc)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to this Section ~~8.04(b)~~8.4, accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of ~~Counsel~~Counsel and an Officer's Certificate, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee pursuant to the provisions of this Indenture in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Wodfi LLC), Indenture (Wodfi LLC)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2018-B), Indenture (Hyundai Auto Receivables Trust 2018-B)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust ~~Estate~~Fund. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Tia Indenture (Painewebber Asset Acceptance Corp), Securitized Asset Backed Receivables LLC

Opinion of Counsel. The ~~Indenture~~ Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of ~~Counsel~~Counsel (if required by the TIA), in form and substance satisfactory to the ~~Indenture~~ Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Money Store Commercial Mortgage Inc), Money Store Home Equity Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.04(c), as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the Liquidity Note Agreement or the rights of the ~~Noteholders~~ holders of the Notes or the Liquidity Provider in contravention of the provisions of this Indenture~~; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate~~. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: www.snl.com, www.snl.com

Appears in 2 contracts

Samples: Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Abs Funding LLC)

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form ~~and substance~~ satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Deutsche Recreational Asset Funding Corp), Deutsche Recreational Asset Funding Corp

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2016-B), Indenture (Hyundai Abs Funding LLC)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b)~~2.9(a) herein, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair market value of ~~the~~ a Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Household Mortgage Loan Trust 2003-Hc1), Household Mortgage Loan Trust 2002 Hc1

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders [or the Swap Counterparty] in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 2 contracts

Samples: Indenture (Harley-Davidson Customer Funding Corp.), Indenture (Harley Davidson Customer Funding Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.2(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of ~~Counsel,~~ Counsel in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Pledged Property. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Long Beach Acceptance Corp), Long Beach Acceptance Corp

Opinion of Counsel. The Indenture Trustee shall receive ------------------ at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Firstplus Investment Corp), Indenture (Firstplus Investment Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. ~~Counsel~~ The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Metlife Capital Equipment Loan Trusts, Metlife Capital Equipment Loan Trusts

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 2 contracts

Samples: Indenture (Navistar Financial Retail Receivables Corporation), Navistar Financial Retail Receivables Corporation

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 2 contracts

Samples: Indenture (Harley-Davidson Motorcycle Trust 2022-A), Indenture (Harley-Davidson Motorcycle Trust 2022-A)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. Article Nine

Appears in 1 contract

Samples: Indenture (Cit Equipment Collateral 2002-Vt1)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~assets of the Trust. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Banc One Abs Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.03(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the ~~Notes~~ Bonds or the rights of the ~~Noteholders~~ Holders of such Bond in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Collateralized Mortgage Bonds Series 1999 1)

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2015-B)

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form ~~and substance~~ satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Deutsche Recreational Asset Funding Corp

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust ~~Estate~~Fund. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Prudential Securities Secured Financing Corp

Opinion of Counsel. The Indenture Trustee shall receive ------------------ at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE IX

Appears in 1 contract

Samples: Indenture (Firstplus Investment Corp)

Opinion of Counsel. The ~~Indenture~~ Note Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Note Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Note Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the ~~Indenture~~ Note Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Note Indenture; ~~provided~~PROVIDED, ~~however~~HOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Note Trustee in connection with any such action.

Appears in 1 contract

Samples: Note Indenture (Bec Funding LLC)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the ~~Notes~~ Bonds or the rights of the ~~Noteholders~~ Bondholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. 56 62 ARTICLE IX

Appears in 1 contract

Samples: Allied Capital Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Goldman Sachs Asset Backed Securities Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the ~~Issuer~~ Issuing Entity to take any action pursuant to Section ~~8.04(b~~8.05(a), accompanied by copies of any instruments ~~involved~~to be executed, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Chase Funding Inc

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the ~~Noteholders~~ holders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Asset Backed Securities Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior~~ days' written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: First Security Auto Owner Trust 1998-1

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.05(a), ~~accompanied~~ accom- panied by copies of any instruments ~~involved~~to be executed, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not ~~materially~~ material- ly and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Household Consumer Loan Trust 1997-1)

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2012-C)

Opinion of Counsel. The Indenture Trustee shall receive at least -54- seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee pursuant to the provisions of this Indenture in connection with any such action.

Appears in 1 contract

Samples: Indenture (Wholesale Auto Receivables Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days’ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee pursuant to the provisions of this Indenture in connection with any such action.

Appears in 1 contract

Samples: Underwriting Agreement (Goldman Sachs Asset Backed Securities Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such 58 65 action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Greatamerica Leasing Receivables 2000-1 LLC)

Opinion of Counsel. The ~~Indenture~~ Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.2(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of ~~Counsel,~~ Counsel in form and substance satisfactory to the ~~Indenture~~ Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely ~~impair~~ affect the security for the Notes or the rights of the ~~Noteholders~~ Issuer Secured Parties or the Residual Certificateholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Consumer Portfolio Services Inc)

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments --------------- involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (World Omni Auto Receivables LLC)

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments ~~involved~~to be executed, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Administration Agreement (Merrill Lynch Mortgage Investors Inc)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Signet Student Loan Trusts)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to ~~Section 8.04(b~~SECTION 8.4(A), accompanied by copies of any instruments involved, and the Indenture Trustee shall also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action ~~will~~ shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; ~~provided~~PROVIDED, ~~however~~HOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee pursuant to the provisions of this Indenture in connection with any such action.

Appears in 1 contract

Samples: Wholesale Auto Receivables Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. [remainder of this page intentionally left blank] ARTICLE NINE

Appears in 1 contract

Samples: Asset Backed Securities Corp

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; ~~provided~~PROVIDED, ~~however~~HOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Appears in 1 contract

Samples: Sale and Servicing Agreement (Eaglemark Inc)

Opinion of Counsel. The Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by the Note Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the ~~Noteholders~~ Holders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Note Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Interest Original Principal (Central & South West Corp)

Opinion of Counsel. The Indenture Trustee shall receive at least seven days ~~prior written~~ notice when requested by the ~~Issuer~~ Owner Trustee to take any action pursuant to Section ~~8.04(b)~~2.9(a) herein, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair market value of ~~the~~ a Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Compass Asset Acceptance Co

Opinion of Counsel. The ~~Indenture~~ Note Trustee shall ------------------- receive at least seven ~~days prior written~~ days' notice when requested by the Note Issuer to take any action pursuant to Section ~~8.04(b~~8.04(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Note Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the ~~Indenture~~ Note Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of -------- ------- Counsel shall not be required to express an opinion as to the fair value of the ~~Trust Estate~~Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Note Trustee in connection with any such action.

Appears in 1 contract

Samples: Sdg&e Funding LLC a De Limited Liability Co

Opinion of Counsel. ~~The~~ Indenture Trustee shall receive at least seven ~~days prior written~~ days' notice when requested by ~~the~~ Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and ~~the~~ Indenture Trustee ~~shall~~ may also ~~require,~~ require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to ~~the~~ Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; ~~provided, however,~~ provided that such 44 50 Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to ~~the~~ Indenture Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Wells Fargo Auto Receivables Corp)

Opinion of Counsel. The ~~Indenture~~ Trustee and the Note Insurer shall receive at least seven ~~days prior written~~ days' notice when requested by the Issuer to take any action pursuant to Section ~~8.04(b~~8.4(a), accompanied by copies of any instruments involved, and the ~~Indenture~~ Trustee shall also require, as a condition to such action, an Opinion of ~~Counsel, in form and substance satisfactory~~ Counsel delivered to the ~~Indenture Trustee,~~ Trustee and the Note Insurer stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the Note Insurer in contravention ~~of the provisions~~ of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the ~~Indenture~~ Trustee in connection with any such action.

Appears in 1 contract

Samples: Indenture (Reliance Acceptance Group Inc)

Common use of Opinion of Counsel Clause in Contracts