Common use of Issuer Delaware Opinion Clause in Contracts

Issuer Delaware Opinion. The Underwriters will have received an opinion of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel to the Issuer, substantially to the following effect: (i) The Issuer has been duly formed and is validly existing as a statutory trust under Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware ST Act”), and has the power and authority under the Trust Agreement and the Delaware ST Act to execute, deliver and perform its obligations under the Basic Documents to which it is a party. (ii) The Basic Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer and the Class 200[•]-[A][B][C][•] Notes have been duly authorized by the Issuer. (iii) The Trust Agreement is a legal, valid and binding obligation of the parties thereto, enforceable against the parties thereto, in accordance with its terms subject to (A) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (B) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (C) applicable public policy with respect to the enforceability of provisions relating to indemnification or contribution. (iv) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust of the Issuer with the Secretary of State (which Certificate of Trust has been duly filed). (v) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer. (vi) A Uniform Commercial Code financing statement naming the Issuer as debtor and the Indenture Trustee as secured party has been filed in the office of the Delaware Secretary of State. (vii) Assuming that the Indenture constitutes a grant by the Issuer to the Indenture Trustee of a valid security interest and such security interest has attached upon filing of the financing statement referred to in clause (vi) above with the Delaware Secretary of State, the Indenture Trustee will have a first priority perfected security interest in the Issuer’s rights in such Collateral to the extent a security interest may be perfected by filing such financing statement in the State of Delaware. No other filings or other actions are necessary to perfect and maintain the Indenture Trustee’s security interest in the Collateral against third parties, except that appropriate continuation statements must be filed at five-year intervals. In rendering such opinion, counsel may take such exceptions as are appropriate and reasonable under the circumstances. (viii) After due inquiry as of a specified recent date, limited to, and solely to the extent disclosed thereupon, court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Issuer.

Issuer Delaware Opinion. The Underwriters will have received an opinion of XxxxxxxxRxxxxxxx, Xxxxxx & Finger Fxxxxx P.A., special Delaware counsel to the Issuer, substantially to the following effect: (i) The Issuer has been duly formed and is validly existing as a statutory trust under Delaware Statutory Trust Act, 12 Del. C. § C.§ 3801, et seq. (the “Delaware ST Act”), and has the power and authority under the Trust Agreement and the Delaware ST Act to execute, deliver and perform its obligations under the Basic Documents to which it is a party. (ii) The Basic Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer and the Class 200[•]-[A][B][C][•] 2006-A7 Notes have been duly authorized by the Issuer. (iii) The Trust Agreement is a legal, valid and binding obligation of the parties thereto, enforceable against the parties thereto, in accordance with its terms subject to (A) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (B) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (C) applicable public policy with respect to the enforceability of provisions relating to indemnification or contribution. (iv) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust of the Issuer with the Secretary of State (which Certificate of Trust has been duly filed). (v) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer. (vi) A Uniform Commercial Code financing statement naming the Issuer as debtor and the Indenture Trustee as secured party has been filed in the office of the Delaware Secretary of State. (vii) Assuming that the Indenture constitutes a grant by the Issuer to the Indenture Trustee of a valid security interest and such security interest has attached upon filing of the financing statement referred to in clause (vi) above with the Delaware Secretary of State, the Indenture Trustee will have a first priority perfected security interest in the Issuer’s rights in such Collateral to the extent a security interest may be perfected by filing such financing statement in the State of Delaware. No other filings or other actions are necessary to perfect and maintain the Indenture Trustee’s security interest in the Collateral against third parties, except that appropriate continuation statements must be filed at five-year intervals. In rendering such opinion, counsel may take such exceptions as are appropriate and reasonable under the circumstances. (viii) After due inquiry as of a specified recent date, limited to, and solely to the extent disclosed thereupon, court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Issuer.

Issuer Delaware Opinion. The Underwriters will have received an opinion of XxxxxxxxRxxxxxxx, Xxxxxx & Finger Fxxxxx P.A., special Delaware counsel to the Issuer, substantially to the following effect: (i) The Issuer has been duly formed and is validly existing as a statutory trust under Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware ST Act”), and has the power and authority under the Trust Agreement and the Delaware ST Act to execute, deliver and perform its obligations under the Basic Documents to which it is a party. (ii) The Basic Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer and the Class 200[•]-[A][B][C][•] 2009-A1 Notes have been duly authorized by the Issuer. (iii) The Trust Agreement is a legal, valid and binding obligation of the parties thereto, enforceable against the parties thereto, in accordance with its terms subject to (A) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (B) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (C) applicable public policy with respect to the enforceability of provisions relating to indemnification or contribution. (iv) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust of the Issuer with the Secretary of State (which Certificate of Trust has been duly filed). (v) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer. (vi) A Uniform Commercial Code financing statement naming the Issuer as debtor and the Indenture Trustee as secured party has been filed in the office of the Delaware Secretary of State. (vii) Assuming that the Indenture constitutes a grant by the Issuer to the Indenture Trustee of a valid security interest and such security interest has attached upon filing of the financing statement referred to in clause (vi) above with the Delaware Secretary of State, the Indenture Trustee will have a first priority perfected security interest in the Issuer’s rights in such Collateral to the extent a security interest may be perfected by filing such financing statement in the State of Delaware. No other filings or other actions are necessary to perfect and maintain the Indenture Trustee’s security interest in the Collateral against third parties, except that appropriate continuation statements must be filed at five-year intervals. In rendering such opinion, counsel may take such exceptions as are appropriate and reasonable under the circumstances. (viii) After due inquiry as of a specified recent date, limited to, and solely to the extent disclosed thereupon, court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Issuer.

Issuer Delaware Opinion. The Underwriters will have received an opinion of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel to the Issuer, Issuer substantially to the following effect: (i) The Issuer has been duly formed and is validly existing as a statutory business trust under Delaware Statutory Business Trust Act, 12 Del. C. § Section 3801, et seq. (the “Delaware ST "Act”"), and has the power and authority under the Trust Agreement and the Delaware ST Act to execute, deliver and perform its obligations under the Basic Documents to which it is a party. (ii) The Basic Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer and Issuer, the Class 200[•]-[A][B][C][•[ ] Notes have been duly authorized by the Issuer. (iii) The Trust Agreement is a legal, valid and binding obligation of the parties thereto, enforceable against the parties thereto, in accordance with its terms subject to (A) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (B) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (C) applicable public policy with respect to the enforceability of provisions relating to indemnification or contribution. (iv) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust of the Issuer with the Secretary of State (which Certificate of Trust has been duly filed). (v) Neither the execution, delivery and performance by the Issuer of the Basic Documents to which it is a party, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer. (vi) A Uniform Commercial Code financing statement naming the Issuer as debtor and the Indenture Trustee as secured party has been filed in the office of the Delaware Secretary of State. (vii) Assuming that the Indenture constitutes a grant by the Issuer to the Indenture Trustee of a valid security interest and such security interest has attached attached, and to the extent that the Collateral consists of "general intangibles" as defined in the Delaware Uniform Commercial Code, upon filing of the financing statement referred to in clause (vi) above with the Delaware Secretary of State, the Indenture Trustee will have a first priority perfected security interest in the Issuer’s 's rights in such Collateral to the extent a security interest may be perfected by filing such financing statement in the State of Delaware. No other filings or other actions are necessary to perfect and maintain the Indenture Trustee’s 's security interest in the Collateral against third parties, except that appropriate continuation statements must be filed at five-year intervals. In rendering such opinion, counsel may take such exceptions as are appropriate and reasonable under the circumstances. (viii) After due inquiry as of a specified recent on [date], limited to, and solely to the extent disclosed thereupon, court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States District Court sitting in the State of Delaware, such counsel is we are not aware of any legal or governmental proceeding pending against the Issuer.