Common use of Opinion of Counsel for the Trustee Clause in Contracts

Opinion of Counsel for the Trustee. Counsel to the Trustee shall have furnished to the Underwriters its opinion, dated the Closing Date, in form and substance satisfactory to each Underwriter, to the effect that: (i) the Trustee is validly existing in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement; (ii) there are no legal or governmental proceedings pending to which the Trustee is a party or of which any property of the Trustee is the subject which, if determined adversely to the Trustee, 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 Trustee 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 thereafter 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 Trustee has duly executed, authenticated and delivered the Certificates as provided in the Pooling and Servicing Agreement; (v) the compliance by the Trustee with all applicable provisions of the Pooling and Servicing Agreement 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 Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee is subject or (B) result in any violation of the provisions of the certificate of incorporation or by-laws of the Trustee or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trustee or any of its properties; (vi) 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 Trustee of the transactions contemplated by the Pooling and Servicing Agreement; and (vii) in the event that the Master Servicer defaults in its obligation to make Advances pursuant to the Pooling and Servicing Agreement, the Trustee is not, as of the date hereof, prohibited by any provision of its organizational documents or by any provision of the banking and trust laws of the state of its organization from assuming, pursuant to the Pooling and Servicing Agreement, the obligation to make such Advances.

Opinion of Counsel for the Trustee. Counsel to the Trustee 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 Trustee is a national banking association validly existing and in good standing under the laws of its jurisdiction of organization the United States with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement; (ii) there are no legal or governmental proceedings pending to which the Trustee is a party or of which any property of the Trustee is the subject which, if determined adversely to the Trustee, 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 Trustee 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 thereafter 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 Trustee has duly executed, authenticated and delivered the Certificates as provided in the Pooling and Servicing Agreement; (v) the compliance by the Trustee with all applicable provisions of the Pooling and Servicing Agreement 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 Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee is subject or (B) result in any violation of the provisions of the certificate of incorporation or charter, by-laws or similar organizational documents of the Trustee or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trustee or any of its properties; (vi) 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 Trustee LaSalle of the transactions contemplated by the Pooling and Servicing AgreementServixxxx Xxreement; and (vii) in the event that the a Master Servicer defaults in its obligation to make Advances pursuant to the Pooling and Servicing Agreement, the Trustee is not, as of the date hereof, prohibited by any provision of its organizational documents or by any provision of the banking and trust laws of the state jurisdiction of its organization from assuming, pursuant to the Pooling and Servicing Agreement, the obligation to make such Advances.

Opinion of Counsel for the Trustee. Counsel to the Trustee 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 Trustee is a national banking association validly existing and in good standing under the laws of its jurisdiction of organization the United States with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement; (ii) there are no legal or governmental proceedings pending to which the Trustee is a party or of which any property of the Trustee is the subject which, if determined adversely to the Trustee, 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 Trustee 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 thereafter 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 Trustee has duly executed, authenticated and delivered the Certificates as provided in the Pooling and Servicing Agreement; (v) the compliance by the Trustee with all applicable provisions of the Pooling and Servicing Agreement 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 Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee is subject or (B) result in any violation of the provisions of the certificate of incorporation or charter, by-laws or similar organizational documents of the Trustee or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trustee or any of its properties; (vi) 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 Trustee of the transactions contemplated by the Pooling and Servicing Agreement; and (vii) in the event that the a Master Servicer defaults in its obligation to make Advances pursuant to the Pooling and Servicing Agreement, the Trustee is not, as of the date hereof, prohibited by any provision of its organizational documents or by any provision of the banking and trust laws of the state jurisdiction of its organization from assuming, pursuant to the Pooling and Servicing Agreement, the obligation to make such Advances.

Opinion of Counsel for the Trustee. Counsel At the Closing Date, the Representative shall have received the favorable opinion of Pryox, Cashxxx, Xxerxxx & Xlynx XXX, counsel to the Trustee shall have furnished to the Underwriters its opinionTrustee, dated the Closing Date, Date and satisfactory in form and substance satisfactory to each Underwritercounsel for the Underwriters, substantially to the effect that: (i) the The Trustee has been duly incorporated and is validly existing as a national banking corporation, in good standing under the laws of its jurisdiction Delaware the federal laws of organization with the United States of America (ii) The Trustee has full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Trustee under the Pooling and Servicing Agreement;each Basic Document to which it is a party. (iiiii) there are no legal or governmental proceedings pending The execution and delivery of the Trust Agreement and, on behalf of the Trust, each other Basic Document to which the Trustee is a party or of which any property of party, the Certificates and the Notes and the performance by the Trustee is of its obligations under the subject which, if determined adversely to the Trustee, might interfere with or adversely affect the consummation of the transactions contemplated in the Pooling Trust Agreement have been duly authorized by all necessary corporate action 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 each has been duly authorized, executed and delivered by and the Trustee. (iv) The Trust Agreement constitutes a valid and binding agreement of the Trustee, enforceable against the owner Trustee enforceable in accordance with its terms, except that as the enforceability thereof may be subject to (A) limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws now or thereafter in effect relating to affecting enforcement of creditors' rights generally and (B) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (ivv) Neither the execution nor delivery by the Trustee has of each Basic Document to which it is a party nor the consummation of any of the transactions by the Trustee contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of the Trustee, other than those consents, approvals or authorizations as have been obtained and the filing of the Certificate of Trust with the Secretary of State of the State of Delaware. (vi) Each of the Senior Notes, Certificates, Subordinated Notes and the Transferor Certificate have been duly executed, authenticated and delivered by the Certificates as provided in the Pooling and Servicing Agreement;Trustee. (vvii) the compliance by the Trustee with all applicable provisions The execution and delivery of the Pooling and Servicing Agreement 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 each Basic Document to which the Trustee is a party or and the performance by which the Trustee is bound of its terms do not conflict with or to which result in a violation of (A) any federal or state law or regulation governing the banking or trust powers of the property or assets of the Trustee is subject or Trustee, (B) result in any violation the Articles of the provisions of the certificate of incorporation Association or by-laws Bylaws of the Trustee or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trustee or any of its properties; (viC) 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 Trustee of the transactions contemplated by the Pooling and Servicing Agreement; and (vii) in the event that the Master Servicer defaults in its obligation to make Advances pursuant to the Pooling and Servicing Agreementbest knowledge of such counsel, the Trustee is not, as of the date hereof, prohibited by any provision of its organizational documents or by any provision of the banking and trust laws of the state of its organization from assuming, pursuant to the Pooling and Servicing Agreement, the obligation to make such Advances.any

Opinion of Counsel for the Trustee. Counsel to the Trustee 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 Trustee is a [________] validly existing and in good standing under the laws of its jurisdiction of organization the [________] with full power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement; (ii) there are no legal or governmental proceedings pending to which the Trustee is a party or of which any property of the Trustee is the subject which, if determined adversely to the Trustee, 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 Trustee 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 thereafter 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 Trustee has duly executed, authenticated and delivered the Certificates as provided in the Pooling and Servicing Agreement; (v) the compliance by the Trustee with all applicable provisions of the Pooling and Servicing Agreement 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 Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee is subject or (B) result in any violation of the provisions of the certificate of incorporation or by-laws organizational documents of the Trustee or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trustee or any of its properties; (vi) 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 Trustee of the transactions contemplated by the Pooling and Servicing Agreement; and (vii) in the event that the a Master Servicer defaults in its obligation to make Advances pursuant to the Pooling and Servicing Agreement, the Trustee is not, as of the date hereof, prohibited by any provision of its organizational documents or by any provision of the banking and trust laws of the state jurisdiction of its organization from assuming, pursuant to the Pooling and Servicing Agreement, the obligation to make such Advances.