Common use of Opinion of Counsel for the Special Servicer Clause in Contracts

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida Virginia with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation limited liability company under the laws of the State state of Florida ___________ with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business as a foreign corporation in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida Delaware with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters Purchaser its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriterthe Purchaser, substantially to the effect that: (i) the The Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida Delaware with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business as a foreign corporation in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters Purchaser its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriterthe Purchaser, substantially to the effect that: (i) the The Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business as a foreign corporation in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters Purchaser its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriterthe Purchaser, substantially to the effect that: (i) the The Special Servicer is validly existing and in good standing as a corporation under the laws of the State of Florida Delaware with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business as a foreign corporation in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule Rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation [________] under the laws of the State of Florida [________] with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws organizational documents of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation limited liability company under the laws of the State of Florida Massachusetts with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters Purchaser its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriterthe Purchaser, substantially to the effect that: (i) the The Special Servicer is validly existing and in good standing as a corporation limited liability company under the laws of the State of Florida Massachusetts with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business as a foreign corporation in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.

Opinion of Counsel for the Special Servicer. Counsel to the Special Servicer shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, substantially to the effect that: (i) the Special Servicer is validly existing and in good standing as a corporation limited liability company under the laws of the State of Florida Virginia with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and is qualified to do business in all other jurisdictions in which it owns or leases property or where the conduct of its business requires such qualification; (ii) there are no legal or governmental proceedings pending to which the Special Servicer is a party or of which any property of the Special Servicer is the subject which, if determined adversely to the Special Servicer, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling and Servicing Agreement; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iii) the Pooling and Servicing Agreement has been duly authorized, executed and delivered by and constitutes a valid and binding agreement of the Special Servicer enforceable in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) the compliance by the Special Servicer with all applicable provisions of the Certificates and the Pooling and Servicing Agreement and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any liens pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer is subject or (B) result in any violation of the provisions of the Certificate of Incorporation or the By-laws of the Special Servicer or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Special Servicer or any of its properties; and (v) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by the Pooling and Servicing Agreement.