Morris. Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to the Bank, the Transferor and the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:
(i) The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (referred to in this subsection (k) as the “Statutory Trust Act”).
(ii) The Trust Agreement constitutes a legal, valid and binding obligation of each of the Transferor and the Owner Trustee, enforceable against each of the Transferor and the Owner Trustee in accordance with its terms, provided that such counsel expresses no opinion with respect to the enforceability of (a) any other document referenced or incorporated by reference in the Trust Agreement (other than the LLC Agreement (as defined below) to the extent addressed by the opinion in Section 8(k)(xxiii) below), (b) any purported waiver or consent granted by the Transferor or the Owner Trustee pursuant to the Trust Agreement except to the extent the Transferor or the Owner Trustee, as applicable, may so waive or consent and has effectively so waived or consented in accordance with applicable law, or (c) the Trust Agreement against or with respect to any person or entity that is not a party thereto, and further, such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and remedies, as from time to time in effect, (B) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), (C) considerations of public policy or the effect of applicable law relating to fiduciary duties and (D) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by a court to the exercise of rights and remedies.
(iii) The Trust has requisite statutory trust power and authority under the Trust Agreement and the Statutory Trust Act to execute, deliver and perform each of the Transaction Documents to which the Trust is a party, to issue the Notes and to grant the Trust Estate (as defined in the Indenture) to the Indenture Trustee as sec...
Morris. James, Xxxxxxxx & Xxxxxxxx, special Delaware counsel to the Resident Trustee and the Owner Trust, substantially in the form of Exhibit A-5;
Morris. Xxxx x xxxx xx:
Morris. James, Hitchens and Xxxxxxxx, special Delaware counsel to the Offerors, shall have furnished to the Underwriters their signed opinion, dated as of Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to such counsel, to the effect that:
(i) The Trust has been duly formed and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C. --- - (S)(S)3801, et seq. (the "Delaware Act"). -- ---
(ii) Under the Trust Agreement and the Delaware Act, the Trust has the requisite trust power and authority to conduct its business as described in the Prospectus.
(iii) The Trust Agreement constitutes a legal, valid and binding obligation of the Company and of each of the Trustees, and is enforceable against the Company and each of the Trustees in accordance with its terms.
(iv) Under the Trust Agreement and the Delaware Act, the Trust has the requisite trust power and authority to execute and deliver, and to perform its obligations under, the Underwriting Agreement.
(v) Under the Trust Agreement and the Delaware Act, the execution and delivery by the Trust of the Underwriting Agreement, and the performance by the Trust of its obligations thereunder, have been authorized by all requisite trust action on the part of the Trust.
(vi) The Preferred Securities have been duly authorized and, when issued and sold in accordance with the Trust Agreement and the Underwriting Agreement, will be validly issued and, subject to the qualifications set forth in this paragraph, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. The Preferred Securities holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Securities holders may be obligated to make payments as provided in the Trust Agreement.
(vii) Under the Delaware Act, the forms of certificates attached to the Trust Agreement as Exhibits C and E are appropriate forms of certificates to evidence ownership of the Common Securities and Preferred Securities, respectively.
(viii) Under the Trust Agreement and the Delaware Act, the Preferred Securities have no preemptive rights to subscribe for additional Trust Securities.
(ix) The issuance and sale of the Preferred Securities and the Common Securities by the Tru...
Morris. S. Xxxxxx "Olivxxx Xxxxxx" -------------------------------- --------------------------------- A.S. Clausi Olivier Suquet
Morris. 355 Rees Street Playa Del Rey, CA 90293 -- 00,000 00,000 -----------------------------------------------------------------------------------------
Morris. Esq. Gerald Fels ----------------------------- ---------------------------------- Name Name Vice President & General Counsel EVP --------------------------------- ---------------------------------- Title Title 12/23/96 12/23/1996 -------------------------------- ---------------------------------- Date Date ADDENDUM E TO MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT BETWEEN ISI SYSTEMS, INC. ("ISI") AND COMMERCE INSURANCE COMPANY ("COMPANY") DATED JANUARY 1, 1992 The parties agree that this Addendum E ("Addendum") modifies the Massachusetts Insurance Processing Service Agreement ("Agreement") dated effective January 1, 1992 between the aforementioned parties and forms an integral part of the Agreement. All terms defined elsewhere in the Agreement and not otherwise defined in this Addendum E shall have the meanings given to them in the Agreement.
Morris. Esq. Gerald Fels ------------------------------------ ------------------------------ Name Name Vice President & General Counsel Executive Vice President ------------------------------------ ------------------------------ Title Title
Morris. Brian K. Morris Authorized Sxxxxxxxx
Morris. Borrowex: XXXY Enterprises, Inc. 1301 West 400 North Oxxx, XX 00000 Xxxxxxxxx: Xxxx Xxxxpack, CFO
