Common use of Morris Clause in Contracts

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 security for the Notes. (iv) Upon the due execution and delivery by the Owner Trustee or the Beneficiary (as defined in the Trust Agreement), in each case acting for and on behalf of the Trust, of the Transaction Documents to which the Trust is a party and the Notes, the Transaction Documents to which the Trust is a party and the Notes will have been duly authorized, executed and delivered by the Trust. (v) No consent, approval or withholding of objection on the part of, notice to, or filing, registration or qualification with, or other action by, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Trust of the Transaction Documents to which the Trust is a party or the Notes (other than filings that may be required in order to perfect the security interest granted thereunder). (vi) The execution and delivery by the Trust of the Transaction Documents to which the Trust is a party and the Notes, and the performance of its obligations thereunder, do not violate the Trust Agreement or any law, rule or regulation of the State of Delaware applicable to the Trust. (vii) Under Section 3805(b) of the Statutory Trust Act, no creditor of the Beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of the Trust Agreement. (viii) Under Section 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of the Beneficiary shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (ix) The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Trust to qualify as a statutory trust under the Statutory Trust Act. (x) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the perfection of a security interest granted by the Trust in any Receivable and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof. (xi) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the transfer of any Receivable or the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof to or from the Trust. (xii) The corpus of the Trust is not subject to any personal property or similar ad valorem tax imposed by the State of Delaware. (xiii) For Delaware income tax purposes, the Trust will not be treated as an entity subject to tax and Noteholders, not otherwise subject to Delaware income tax, will not become subject to Delaware income tax merely by reason of their ownership of the Notes, together with such other opinions related thereto as the Underwriters reasonably request. (xiv) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the Notes. (xv) There is no income tax imposed by New Castle County, Delaware, upon the Trust and New Castle County, Delaware, is prohibited by the laws of the State of Delaware from imposing a personal property tax upon or measured by the corpus of the Trust. (xvi) Based solely on the Trust Agreement, the Beneficiary is the sole beneficial owner of the Trust. (xvii) If the FDIC were to be appointed as a conservator or receiver for the Bank pursuant to § 131(c) of the Delaware Banking Law (as defined below), a court of the State of Delaware interpreting the Delaware law governing banks, 5 Del. C. § 101 et seq. (the “Delaware Banking Law”) and, to the extent applicable, the Delaware ABS Facilitation Act would hold that the Delaware Banking Law and, to the extent applicable, the Delaware ABS Facilitation Act would not cause any transfer of Receivables to the Transferor under the Receivables Purchase Agreement to constitute a transfer subject to avoidance by the FDIC. (xviii) The Transferor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. (xix) The Transferor has requisite limited liability company power and authority under the Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC, dated as of December 17, 2013 (the “LLC Agreement”) and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”) to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. (xx) The Transaction Documents to which the Transferor is a party have been duly authorized, executed and delivered by the Transferor. (xxi) The execution and delivery by the Transferor of the Transaction Documents to which it is a party, and the performance of its obligations thereunder, do not violate (i) the Certificate of Formation of the Transferor, filed in the Office of the Secretary of State of the State of Delaware on June 7, 2012, as amended by the Certificate of Amendment, filed in the Office of the Secretary of State of the State of Delaware on December 17, 2013 (the “LLC Certificate”) or the LLC Agreement, (ii) any Delaware law, rule or regulation or (iii) based solely on the Docket Searches, any judgment, order, writ, injunction, decree or ruling of any Delaware court. (xxii) No consent, approval, authorization or order of, or filing with, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Transferor of the Transaction Documents to which it is a party (other than filings that may be required in order to perfect security interests granted thereunder). (xxiii) The LLC Agreement constitutes a legal, valid and binding obligation of the Member (as defined therein), enforceable against the Member 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 LLC Agreement (other than the Trust Agreement to the extent addressed by the opinion in Section 8(k)(ii) above); (B) any purported waiver or consent granted by the Member pursuant to the LLC Agreement except to the extent the Member may so waive or consent and has effectively so waived or consented in accordance with applicable law; or (C) the LLC Agreement against or with respect to any person or entity that is not a party thereto; and provided, further, that any restrictions on the transfer of limited liability company interests as set forth in the LLC Agreement will be subject to the provisions of Sections 18-703 and 18-705 of the Delaware LLC Act. (xxiv) The LLC Agreement constitutes a legal, valid and binding agreement and obligation of the Member, enforceable against the Member in accordance with its terms. (xxv) If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that: (a) so long as any Trust Obligation (as defined in the LLC Agreement) is outstanding, in order for the filing of a voluntary bankruptcy petition under Title 11 of the United States Code (the “Bankruptcy Code”) on behalf of the Transferor to be duly authorized, the prior unanimous written consent of the Member and the Board (including each Independent Director (as defined in the LLC Agreement)) would be required; and (b) the provisions of Section 9(i)(iii) of the LLC Agreement providing that, so long as any Trust Obligation is outstanding, the prior unanimous written consent of the Member and the Board (including each Independent Director) is required in order to file a voluntary bankruptcy petition under the Bankruptcy Code on behalf of the Transferor constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with its terms. (xxvi) Under Section 18-703 of the Delaware LLC Act, on application to a court having jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Transferor and the Member’s right to receive distributions of the Transferor’s assets (collectively, the “Interest”) to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which such Member would otherwise have been entitled in respect of the Interest. No creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Transferor. Thus, under the Delaware LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the property of the Transferor. (xxvii) Under the Delaware LLC Act, (a) the Transferor is a separate legal entity and (b) the existence of the Transferor as a separate legal entity shall continue until the cancellation of the LLC Certificate. (xxviii) Under the Delaware LLC Act and the LLC Agreement, the bankruptcy or dissolution of the Member would not, in and of itself, cause the dissolution or liquidation of the Transferor.

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 security for the Notes. (iv) Upon the due execution and delivery by the Owner Trustee or the Beneficiary (as defined in the Trust Agreement), in each case acting for and on behalf of the Trust, of the Transaction Documents to which the Trust is a party and the Notes, the Transaction Documents to which the Trust is a party and the Notes will have been duly authorized, executed and delivered by the Trust. (v) No consent, approval or withholding of objection on the part of, notice to, or filing, registration or qualification with, or other action by, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Trust of the Transaction Documents to which the Trust is a party or the Notes (other than filings that may be required in order to perfect the security interest granted thereunder). (vi) The execution and delivery by the Trust of the Transaction Documents to which the Trust is a party and the Notes, and the performance of its obligations thereunder, do not violate the Trust Agreement or any law, rule or regulation of the State of Delaware applicable to the Trust. (vii) Under Section 3805(b) of the Statutory Trust Act, no creditor of the Beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of the Trust Agreement. (viii) Under Section 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of the Beneficiary shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (ix) The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Trust to qualify as a statutory trust under the Statutory Trust Act. (x) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the perfection of a security interest granted by the Trust in any Receivable and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof. (xi) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the transfer of any Receivable or the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof to or from the Trust. (xii) The corpus of the Trust is not subject to any personal property or similar ad valorem tax imposed by the State of Delaware. (xiii) For Delaware income tax purposes, the Trust will not be treated as an entity subject to tax and Noteholders, not otherwise subject to Delaware income tax, will not become subject to Delaware income tax merely by reason of their ownership of the Notes, together with such other opinions related thereto as the Underwriters reasonably request. (xiv) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the Notes. (xv) There is no income tax imposed by New Castle County, Delaware, upon the Trust and New Castle County, Delaware, is prohibited by the laws of the State of Delaware from imposing a personal property tax upon or measured by the corpus of the Trust. (xvi) Based solely on the Trust Agreement, the Beneficiary is the sole beneficial owner of the Trust. (xvii) If the FDIC were to be appointed as a conservator or receiver for the Bank pursuant to § 131(c) of the Delaware Banking Law (as defined below), a court of the State of Delaware interpreting the Delaware law governing banks, 5 Del. C. § 101 et seq. (the “Delaware Banking Law”) and, to the extent applicable, the Delaware ABS Facilitation Act would hold that the Delaware Banking Law and, to the extent applicable, the Delaware ABS Facilitation Act would not cause any transfer of Receivables to the Transferor under the Receivables Purchase Agreement to constitute a transfer subject to avoidance by the FDIC. (xviii) The Transferor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. (xix) The Transferor has requisite limited liability company power and authority under the Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC, dated as of December 17August 1, 2013 2012 (the “LLC Agreement”) and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”) to Act”)to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. (xx) The Transaction Documents to which the Transferor is a party have been duly authorized, executed and delivered by the Transferor. (xxi) The execution and delivery by the Transferor of the Transaction Documents to which it is a party, and the performance of its obligations thereunder, do not violate (i) the Certificate of Formation of the Transferor, filed in the Office of the Secretary of State of the State of Delaware on June 7, 2012, as amended by the Certificate of Amendment, filed in the Office of the Secretary of State of the State of Delaware on December 17, 2013 2012 (the “LLC Certificate”) or the LLC Agreement, (ii) any Delaware law, rule or regulation or (iii) based solely on the Docket Searches, any judgment, order, writ, injunction, decree or ruling of any Delaware court. (xxii) No consent, approval, authorization or order of, or filing with, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Transferor of the Transaction Documents to which it is a party (other than filings that may be required in order to perfect security interests granted thereunder). (xxiii) The LLC Agreement constitutes a legal, valid and binding obligation of the Member (as defined therein), enforceable against the Member 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 LLC Agreement (other than the Trust Agreement to the extent addressed by the opinion in Section 8(k)(ii) above); (B) any purported waiver or consent granted by the Member pursuant to the LLC Agreement except to the extent the Member may so waive or consent and has effectively so waived or consented in accordance with applicable law; or (C) the LLC Agreement against or with respect to any person or entity that is not a party thereto; and provided, further, that any restrictions on the transfer of limited liability company interests as set forth in the LLC Agreement will be subject to the provisions of Sections 18-703 and 18-705 of the Delaware LLC Act. (xxiv) The LLC Agreement constitutes a legal, valid and binding agreement and obligation of the Member, enforceable against the Member in accordance with its terms. (xxv) If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that: (a) so long as any Trust Obligation (as defined in the LLC Agreement) is outstanding, in order for the filing of a voluntary bankruptcy petition under Title 11 of the United States Code (the “Bankruptcy Code”) on behalf of the Transferor to be duly authorized, the prior unanimous written consent of the Member and the Board (including each Independent Director (as defined in the LLC Agreement)) would be required; and (b) the provisions of Section 9(i)(iii) of the LLC Agreement providing that, so long as any Trust Obligation is outstanding, the prior unanimous written consent of the Member and the Board (including each Independent Director) is required in order to file a voluntary bankruptcy petition under the Bankruptcy Code on behalf of the Transferor constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with its terms. (xxvi) Under Section 18-703 of the Delaware LLC Act, on application to a court having jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Transferor and the Member’s right to receive distributions of the Transferor’s assets (collectively, the “Interest”) to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which such Member would otherwise have been entitled in respect of the Interest. No creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Transferor. Thus, under the Delaware LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the property of the Transferor. (xxvii) Under the Delaware LLC Act, (a) the Transferor is a separate legal entity and (b) the existence of the Transferor as a separate legal entity shall continue until the cancellation of the LLC Certificate. (xxviii) Under the Delaware LLC Act and the LLC Agreement, the bankruptcy or dissolution of the Member would not, in and of itself, cause the dissolution or liquidation of the Transferor.;

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 security for the Notes. (iv) Upon the due execution and delivery by the Owner Trustee or the Beneficiary (as defined in the Trust Agreement), in each case acting for and on behalf of the Trust, of the Transaction Documents to which the Trust is a party and the Notes, the Transaction Documents to which the Trust is a party and the Notes will have been duly authorized, executed and delivered by the Trust. (v) No consent, approval or withholding of objection on the part of, notice to, or filing, registration or qualification with, or other action by, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Trust of the Transaction Documents to which the Trust is a party or the Notes (other than filings that may be required in order to perfect the security interest granted thereunder). (vi) The execution and delivery by the Trust of the Transaction Documents to which the Trust is a party and the Notes, and the performance of its obligations thereunder, do not violate the Trust Agreement or any law, rule or regulation of the State of Delaware applicable to the Trust. (vii) Under Section 3805(b) of the Statutory Trust Act, no creditor of the Beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of the Trust Agreement. (viii) Under Section 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of the Beneficiary shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (ix) The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Trust to qualify as a statutory trust under the Statutory Trust Act. (x) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the perfection of a security interest granted by the Trust in any Receivable and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof. (xi) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the transfer of any Receivable or the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof to or from the Trust. (xii) The corpus of the Trust is not subject to any personal property or similar ad valorem tax imposed by the State of Delaware. (xiii) For Delaware income tax purposes, the Trust will not be treated as an entity subject to tax and Noteholders, not otherwise subject to Delaware income tax, will not become subject to Delaware income tax merely by reason of their ownership of the Notes, together with such other opinions related thereto as the Underwriters reasonably request. (xiv) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the Notes. (xv) There is no income tax imposed by New Castle County, Delaware, upon the Trust and New Castle County, Delaware, is prohibited by the laws of the State of Delaware from imposing a personal property tax upon or measured by the corpus of the Trust. (xvi) Based solely on the Trust Agreement, the Beneficiary is the sole beneficial owner of the Trust. (xvii) If the FDIC were to be appointed as a conservator or receiver for the Bank pursuant to § 131(c) of the Delaware Banking Law (as defined below), a court of the State of Delaware interpreting the Delaware law governing banks, 5 Del. C. § 101 et seq. (the “Delaware Banking Law”) and, to the extent applicable, the Delaware ABS Facilitation Act would hold that the Delaware Banking Law and, to the extent applicable, the Delaware ABS Facilitation Act would not cause any transfer of Receivables to the Transferor under the Receivables Purchase Agreement to constitute a transfer subject to avoidance by the FDIC. (xviii) The Transferor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. (xix) The Transferor has requisite limited liability company power and authority under the Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC, dated as of December 17August 1, 2013 2012 (the “LLC Agreement”) and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”) to Act”)to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. (xx) The Transaction Documents to which the Transferor is a party have been duly authorized, executed and delivered by the Transferor. (xxi) The execution and delivery by the Transferor of the Transaction Documents to which it is a party, and the performance of its obligations thereunder, do not violate (i) the Certificate of Formation of the Transferor, filed in the Office of the Secretary of State of the State of Delaware on June 7, 2012, as amended by the Certificate of Amendment, filed in the Office of the Secretary of State of the State of Delaware on December 17, 2013 2012 (the “LLC Certificate”) or the LLC Agreement, (ii) any Delaware law, rule or regulation or (iii) based solely on the Docket Searches, any judgment, order, writ, injunction, decree or ruling of any Delaware court. (xxii) No consent, approval, authorization or order of, or filing with, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Transferor of the Transaction Documents to which it is a party (other than filings that may be required in order to perfect security interests granted thereunder). (xxiii) The LLC Agreement constitutes a legal, valid and binding obligation of the Member (as defined therein), enforceable against the Member 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 LLC Agreement (other than the Trust Agreement to the extent addressed by the opinion in Section 8(k)(ii) above); (B) any purported waiver or consent granted by the Member pursuant to the LLC Agreement except to the extent the Member may so waive or consent and has effectively so waived or consented in accordance with applicable law; or (C) the LLC Agreement against or with respect to any person or entity that is not a party thereto; and provided, further, that any restrictions on the transfer of limited liability company interests as set forth in the LLC Agreement will be subject to the provisions of Sections 18-703 and 18-705 of the Delaware LLC Act. (xxiv) The LLC Agreement constitutes a legal, valid and binding agreement and obligation of the Member, enforceable against the Member in accordance with its terms. (xxv) If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that: (a) so long as any Trust Obligation (as defined in the LLC Agreement) is outstanding, in order for the filing of a voluntary bankruptcy petition under Title 11 of the United States Code (the “Bankruptcy Code”) on behalf of the Transferor to be duly authorized, the prior unanimous written consent of the Member and the Board (including each Independent Director (as defined in the LLC Agreement)) would be required; and (b) the provisions of Section 9(i)(iii) of the LLC Agreement providing that, so long as any Trust Obligation is outstanding, the prior unanimous written consent of the Member and the Board (including each Independent Director) is required in order to file a voluntary bankruptcy petition under the Bankruptcy Code on behalf of the Transferor constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with its terms. (xxvi) Under Section 18-703 of the Delaware LLC Act, on application to a court having jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Transferor and the Member’s right to receive distributions of the Transferor’s assets (collectively, the “Interest”) to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which such Member would otherwise have been entitled in respect of the Interest. No creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Transferor. Thus, under the Delaware LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the property of the Transferor. (xxvii) Under the Delaware LLC Act, (a) the Transferor is a separate legal entity and (b) the existence of the Transferor as a separate legal entity shall continue until the cancellation of the LLC Certificate. (xxviii) Under the Delaware LLC Act and the LLC Agreement, the bankruptcy or dissolution of the Member would not, in and of itself, cause the dissolution or liquidation of the Transferor.

Morris. NicholsJames, Arsht Hitchens & Xxxxxxx LLPWillxxxx, special xxecial Delaware counsel to the Bank, the Transferor and the IssuerTrust, shall have furnished to the Underwriters a you their written opinion, addressed to the Underwriters and dated the Closing Datesuch Time of Delivery, in form and substance satisfactory to the Underwriters, substantially you to the effect that: (i) The Trust has been duly created formed and is validly existing in good standing as a statutory business 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 Declaration constitutes a legal, valid and binding obligation of each of the Transferor Company and the Owner TrusteeTrustees, enforceable against each of the Transferor Company and the Owner Trustee Trustees in accordance with its terms, provided that such counsel expresses no opinion with respect to and the enforceability terms of (a) any other document referenced or incorporated by reference in the Trust Agreement (other than Capital Securities and the LLC Agreement (as defined below) Common Securities, to the extent addressed by they are obligations of the opinion in Section 8(k)(xxiii) below)Trust, (b) any purported waiver or consent granted by the Transferor or the Owner Trustee pursuant to are valid and binding obligations of 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 lawthe terms of the Declaration, or (c) subject to 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 effect of (A) bankruptcy, insolvency, reorganizationmoratorium, receivership, reorganization, liquidation, fraudulent conveyance, moratorium conveyance or transfer and other similar laws of general application relating to or affecting the enforcement of creditors’ rights and remedies, as from time to time in effectremedies of creditors generally, (B) application principles of equitable principles equity, including applicable law relating to fiduciary duties (regardless of whether such enforceability is considered and applied in a proceeding in equity or at a law), and (C) considerations of applicable public policy or the effect of applicable law with respect to provisions relating to fiduciary duties and (D) principles of course of dealing indemnification 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 remediescontribution. (iii) The Under the Act and the Declaration, (A) the Trust has the requisite statutory trust power and authority (x) to own its properties and conduct its business, all as described under the Trust Agreement captions "THE AMERUS TRUSTS" in the Prospectus and "THE TRUST" in the Statutory Trust Act Prospectus Supplement, (y) to execute, deliver issue and perform each of its obligations under the Transaction Documents to which the Trust is a partySecurities, to issue the Notes and to grant the Trust Estate (as defined in the Indenturez) to execute and deliver, and perform its obligations under, the Indenture Trustee as security for Underwriting Agreement, and (B) the Notes. (iv) Upon the due execution and delivery by the Owner Trustee or Trust of the Beneficiary (as defined in Underwriting Agreement, and the performance by the Trust Agreement)of its obligations thereunder, in each case acting for and have been duly authorized by all requisite trust action on behalf the part of the Trust, of the Transaction Documents to which the Trust is a party and the Notes, the Transaction Documents to which the Trust is a party and the Notes will have . The Underwriting Agreement has been duly authorized, executed and delivered by the Trust. (viv) No consentThe Capital Securities have been duly authorized by the Declaration and are duly and validly issued and, approval or withholding subject to the qualifications set forth in this paragraph (iv), fully paid and nonassessable undivided beneficial interests in the assets of objection on the part ofTrust. The Capital Security Holders, notice toas beneficial owners of the Trust, or filing, registration or qualification with, or other action by, any governmental authority 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 Delaware. Such counsel may note that the Capital Security Holders may be obligated, pursuant to the Declaration, to make payments and provide indemnity and security as set forth in the Declaration. (v) The Common Securities have been duly authorized by the Declaration and are validly issued and represent undivided beneficial interests in the assets of the Trust. (vi) Under the Declaration and the Act, (A) the issuance of the Securities is required not subject to preemptive rights to subscribe for additional Securities, and (B) the Securities are the only interests in the assets of the Trust authorized to be issued by the Trust. (vii) The issuance and sale by the Trust of the Securities in accordance with the Declaration, the execution, delivery and performance by the Trust of the Transaction Documents to which Underwriting Agreement, the Trust is a party or the Notes (other than filings that may be required in order to perfect the security interest granted thereunder). (vi) The execution and delivery consummation by the Trust of the Transaction Documents to which transactions contemplated by the Trust is a party Declaration, the Capital Securities and the NotesUnderwriting Agreement, and the performance of compliance by the Trust with its obligations thereunder, do thereunder are not violate prohibited by (A) the Trust Agreement Certificate or any law, rule or regulation of the State of Delaware applicable to the Trust. (vii) Under Section 3805(b) of the Statutory Trust Act, no creditor of the Beneficiary shall have any right to obtain possession ofDeclaration, or otherwise exercise legal (B) any applicable Delaware statute or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of the Trust Agreementadministrative regulation. (viii) Under Section 3808(a) and (b) No authorization, approval, consent or order of the Statutory Trust Act, the Trust may not any Delaware governmental authority or Delaware agency is required to be terminated or revoked by the Beneficiaryobtained, and the dissolution, termination no filing or bankruptcy of the Beneficiary shall not result in the termination registration with any Delaware governmental authority or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (ix) The Owner Trustee Delaware agency is not required to hold legal title to the Trust Estate in order for the Trust to qualify as a statutory trust under the Statutory Trust Act. (x) There is no stampbe made, documentary or other excise tax imposed by the State of Delaware upon the perfection of a security interest granted by the Trust solely in any Receivable connection with the issuance and sale by the proceeds (as defined in Section 9-102(a)(64) Trust of the Delaware UCC) thereofSecurities. (xi) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the transfer of any Receivable or the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof to or from the Trust. (xii) The corpus of the Trust is not subject to any personal property or similar ad valorem tax imposed by the State of Delaware. (xiii) For Delaware income tax purposes, the Trust will not be treated as an entity subject to tax and Noteholders, not otherwise subject to Delaware income tax, will not become subject to Delaware income tax merely by reason of their ownership of the Notes, together with such other opinions related thereto as the Underwriters reasonably request. (xiv) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the Notes. (xv) There is no income tax imposed by New Castle County, Delaware, upon the Trust and New Castle County, Delaware, is prohibited by the laws of the State of Delaware from imposing a personal property tax upon or measured by the corpus of the Trust. (xvi) Based solely on the Trust Agreement, the Beneficiary is the sole beneficial owner of the Trust. (xvii) If the FDIC were to be appointed as a conservator or receiver for the Bank pursuant to § 131(c) of the Delaware Banking Law (as defined below), a court of the State of Delaware interpreting the Delaware law governing banks, 5 Del. C. § 101 et seq. (the “Delaware Banking Law”) and, to the extent applicable, the Delaware ABS Facilitation Act would hold that the Delaware Banking Law and, to the extent applicable, the Delaware ABS Facilitation Act would not cause any transfer of Receivables to the Transferor under the Receivables Purchase Agreement to constitute a transfer subject to avoidance by the FDIC. (xviii) The Transferor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware. (xix) The Transferor has requisite limited liability company power and authority under the Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC, dated as of December 17, 2013 (the “LLC Agreement”) and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”) to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. (xx) The Transaction Documents to which the Transferor is a party have been duly authorized, executed and delivered by the Transferor. (xxi) The execution and delivery by the Transferor of the Transaction Documents to which it is a party, and the performance of its obligations thereunder, do not violate (i) the Certificate of Formation of the Transferor, filed in the Office of the Secretary of State of the State of Delaware on June 7, 2012, as amended by the Certificate of Amendment, filed in the Office of the Secretary of State of the State of Delaware on December 17, 2013 (the “LLC Certificate”) or the LLC Agreement, (ii) any Delaware law, rule or regulation or (iii) based solely on the Docket Searches, any judgment, order, writ, injunction, decree or ruling of any Delaware court. (xxii) No consent, approval, authorization or order of, or filing with, any governmental authority of the State of Delaware is required for the execution, delivery and performance by the Transferor of the Transaction Documents to which it is a party (other than filings that may be required in order to perfect security interests granted thereunder). (xxiii) The LLC Agreement constitutes a legal, valid and binding obligation of the Member (as defined therein), enforceable against the Member 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 LLC Agreement (other than the Trust Agreement to the extent addressed by the opinion in Section 8(k)(ii) above); (B) any purported waiver or consent granted by the Member pursuant to the LLC Agreement except to the extent the Member may so waive or consent and has effectively so waived or consented in accordance with applicable law; or (C) the LLC Agreement against or with respect to any person or entity that is not a party thereto; and provided, further, that any restrictions on the transfer of limited liability company interests as set forth in the LLC Agreement will be subject to the provisions of Sections 18-703 and 18-705 of the Delaware LLC Act. (xxiv) The LLC Agreement constitutes a legal, valid and binding agreement and obligation of the Member, enforceable against the Member in accordance with its terms. (xxv) If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that: (a) so long as any Trust Obligation (as defined in the LLC Agreement) is outstanding, in order for the filing of a voluntary bankruptcy petition under Title 11 of the United States Code (the “Bankruptcy Code”) on behalf of the Transferor to be duly authorized, the prior unanimous written consent of the Member and the Board (including each Independent Director (as defined in the LLC Agreement)) would be required; and (b) the provisions of Section 9(i)(iii) of the LLC Agreement providing that, so long as any Trust Obligation is outstanding, the prior unanimous written consent of the Member and the Board (including each Independent Director) is required in order to file a voluntary bankruptcy petition under the Bankruptcy Code on behalf of the Transferor constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with its terms. (xxvi) Under Section 18-703 of the Delaware LLC Act, on application to a court having jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Transferor and the Member’s right to receive distributions of the Transferor’s assets (collectively, the “Interest”) to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which such Member would otherwise have been entitled in respect of the Interest. No creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Transferor. Thus, under the Delaware LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the property of the Transferor. (xxvii) Under the Delaware LLC Act, (a) the Transferor is a separate legal entity and (b) the existence of the Transferor as a separate legal entity shall continue until the cancellation of the LLC Certificate. (xxviii) Under the Delaware LLC Act and the LLC Agreement, the bankruptcy or dissolution of the Member would not, in and of itself, cause the dissolution or liquidation of the Transferor.