Common use of Opinion of Counsel to the Master Servicer Clause in Contracts

Opinion of Counsel to the Master Servicer. An Opinion of Counsel to the Master Servicer, dated not later than the Delivery Date, to the effect that: (a) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations contemplated by this Agreement requires such qualification; (b) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated thereby; the execution, deliver and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and (i) do not conflict with or result in, or will not conflict with or result in a breach of the [certificate] [articles] of incorporation or by-laws of the Master Servicer, or to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (ii) do not result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; and (c) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.

Opinion of Counsel to the Master Servicer. An Opinion of Counsel to the Master Servicer, dated not later than the date of the Delivery Date, to the effect that: (a) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________[ ]; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations as contemplated by this Agreement requires such qualification; (b) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated therebyhereby; the execution, deliver delivery and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and (i) do not conflict with or result in, or will not conflict with or result in in, a breach of the [certificate] [articles] certificate of incorporation or by-laws of the Master Servicer, or or, to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (ii) do not result in the creation or imposition of any lien, charge or encumbrance encum brance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; and (c) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.

Opinion of Counsel to the Master Servicer. An Opinion of Counsel to the Master Servicer, dated not later than the date of the Delivery Date, to the effect that: (ai) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations as contemplated by this Agreement requires such qualification; (bii) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated therebyhereby; the execution, deliver delivery and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and and: (iA) do not conflict with or result in, or will not conflict with or result in in, a breach of the [certificate] [articles] certificate of incorporation or by-laws bylaws of the Master Servicer, or or, to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (iiB) do not result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; and (ciii) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to the effect thereon of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.

Opinion of Counsel to the Master Servicer. An Opinion of Counsel to the Master Servicer, dated not later than the Delivery Date, to the effect that: (a) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations as contemplated by this Agreement requires such qualification; (b) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated therebyhereby; the execution, deliver delivery and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and (i) do not conflict with or result in, or will not conflict with or result in in, a breach of the [certificate] [articles] of incorporation or by-laws of the Master Servicer, or or, to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (ii) do not result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; and (c) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.

Opinion of Counsel to the Master Servicer. An Opinion of Counsel to the Master Servicer, dated not later than the Delivery Date, to the effect that: (ai) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations contemplated by this Agreement requires such qualification; (bii) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated thereby; the execution, deliver and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and (i) do not conflict with or result in, or will not conflict with or result in a breach of the [certificate] [articles] of incorporation or by-laws of the Master Servicer, or to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (ii) do not result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; and (ciii) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.

Opinion of Counsel to the Master Servicer. An Opinion of Counsel ----------------------------------------- to the Master Servicer, dated not later than the Delivery Date, to the effect that: (a) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations contemplated by this Agreement requires such qualification; (b) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated thereby; the execution, deliver and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and (i) do not conflict with or result in, or will not conflict with or result in a breach of the [certificate] [articles] of incorporation or by-laws of the Master Servicer, or to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (ii) do not result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; and (c) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.

Opinion of Counsel to the Master Servicer. An Opinion of Counsel ----------------------------------------- to the Master Servicer, dated not later than the Delivery Date, to the effect that: (a) the Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of ___________; the Master Servicer is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each jurisdiction where the nature of its operations as contemplated by this Agreement requires such qualification; (b) the Master Servicer has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated therebyhereby; the execution, deliver delivery and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the Master Servicer and (i) do not conflict with or result in, or will not conflict with or result in in, a breach of the [certificate] [articles] of incorporation or by-laws of the Master Servicer, or or, to such counsel's knowledge, any of the provisions of any indenture, mortgage, contract or other instrument to which the Master Servicer is a party or by which it is bound or (ii) do not result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments; andan d (c) this Agreement constitutes a legal, valid and binding agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to principles of equity.