Opinion of Counsel for Servicer. Subservicer shall have received, on or before the first Transfer Date, an opinion of the in-house counsel of Servicer (or of a law firm reasonably acceptable to Subservicer) dated as of the date of this Agreement, in form and substance satisfactory to Subservicer in the exercise of its reasonable discretion, to the effect that: (a) Servicer is a corporation validly existing and in good standing under the laws of its state of organization; (b) Servicer has all requisite corporate power, authority and capacity to enter into the Transaction Agreements and to perform the obligations required of it thereby; (c) the execution and performance by Servicer of the Transaction Agreements, Servicer’s compliance with the terms thereof and the consummation of the transactions contemplated thereby do not and will not conflict with any of the terms of Servicer’s certificate of incorporation or bylaws or any similar corporate documents of Servicer, or, as to the attorney’s knowledge any material contract or agreement, order or decree to which Servicer is subject or by which it is bound; (d) the Transaction Agreements have been duly executed by Servicer and each is the valid and 50 legally binding obligation of Servicer enforceable against Servicer in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance of contracts; and (e) to the knowledge of such counsel, there is no litigation proceeding or governmental investigation existing, pending or threatened, or any order, injunction or decree outstanding against or relating to Servicer that is reasonably expected to have a material adverse effect upon the performance by Servicer of its obligations under this Agreement.
