You have also asked us to consider whether the sale of the Seller Affected Assets pursuant to the Originator Sale Agreement could be overridden or set aside by a court upon the application of Creditors pursuant to the Insolvency Statutes. Pursuant to the provisions of the Insolvency Statutes, to the extent relevant, certain transactions may be overridden or set aside in circumstances therein specified, as follows:

Based upon and subject to consider whetherthe foregoing and the assumptions expressed herein, we are of the opinion that the sale of the Seller Affected Assets pursuant to the Originator Sale Agreement couldwould not be overridden or set aside by a court upon the application of Creditorsa Creditor pursuant to the Insolvency Statutes. Pursuant to the provisionsany of the Insolvency Statutes, to the extent relevant, certain transactions may be overridden or set aside in circumstances therein specified, as follows:Statutes.