Common use of Opinion of Trustee’s Counsel Clause in Contracts

Opinion of Trustee’s Counsel. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer, Bond Counsel, and the Underwriters, to the effect that: A. the Trustee is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise of fiduciary powers; B. the Trustee has full right, power, and authority to enter into the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth Supplement to Amended and Restated Depository Agreement and to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by the Trust Indenture, the Continuing Disclosure Agreement and the Depository Agreement; and C. the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth Supplement to Amended and Restated Depository Agreement have been duly authorized, executed and delivered by the Trustee and constitute, together with the Depository Agreement, valid, legal and binding obligations of the Trustee, enforceable in accordance with their respective terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity), (c) as the exculpation provisions and rights to indemnification thereunder may be limited by federal and state securities laws and public policy considerations and (d) as the waiver of rights and defenses contained in the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth Supplement to Amended and Restated Depository Agreement may be limited by applicable law;

Opinion of Trustee’s Counsel. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer, Bond Counsel, and the UnderwritersUnderwriter, to the effect that: A. the Trustee is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise of fiduciary powers; B. the Trustee has full right, power, and authority to enter into the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2020 Supplement to Amended and Restated Depository Agreement and to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by the Trust Indenture, the Continuing Disclosure Agreement and the Depository Agreement; and C. the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2020 Supplement to Amended and Restated Depository Agreement have been duly authorized, executed and delivered by the Trustee and constitute, together with the Depository Agreement, valid, legal and binding obligations of the Trustee, enforceable in accordance with their respective terms, terms except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity), (c) as the exculpation provisions and rights to indemnification thereunder may be limited by federal and state securities laws and public policy considerations and (d) as the waiver of rights and defenses contained in the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2020 Supplement to Amended and Restated Depository Agreement may be limited by applicable law;

Opinion of Trustee’s Counsel. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer, Bond Counsel, and the Underwriters, to the effect that: A. the Trustee is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise of fiduciary powers; B. the Trustee has full right, power, and authority to enter into the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2022 A Supplement to Amended and Restated Depository Agreement and to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by the Trust Indenture, the Continuing Disclosure Agreement and the Depository Agreement; and C. the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2022 A Supplement to Amended and Restated Depository Agreement have been duly authorized, executed and delivered by the Trustee and constitute, together with the Depository Agreement, valid, legal and binding obligations of the Trustee, enforceable in accordance with their respective terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity), (c) as the exculpation provisions and rights to indemnification thereunder may be limited by federal and state securities laws and public policy considerations and (d) as the waiver of rights and defenses contained in the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2022 A Supplement to Amended and Restated Depository Agreement may be limited by applicable law;

Opinion of Trustee’s Counsel. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer, Bond Counsel, and the Underwriters, to the effect that: A. the Trustee is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise of fiduciary powers; B. the Trustee has full right, power, and authority to enter into the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2022 B Supplement to Amended and Restated Depository Agreement and to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by the Trust Indenture, the Continuing Disclosure Agreement and the Depository Agreement; and C. the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2022 B Supplement to Amended and Restated Depository Agreement have been duly authorized, executed and delivered by the Trustee and constitute, together with the Depository Agreement, valid, legal and binding obligations of the Trustee, enforceable in accordance with their respective terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity), (c) as the exculpation provisions and rights to indemnification thereunder may be limited by federal and state securities laws and public policy considerations and (d) as the waiver of rights and defenses contained in the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth 2022 B Supplement to Amended and Restated Depository Agreement may be limited by applicable law;

Opinion of Trustee’s Counsel. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer, Bond Counsel, and the Underwriters, to the effect that: A. the Trustee is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise of fiduciary powers; B. the Trustee has full right, power, and authority to enter into the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth Thirteenth Supplement to Amended and Restated Depository Agreement and to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by the Trust Indenture, the Continuing Disclosure Agreement and the Depository Agreement; and C. the Indenture, the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth Thirteenth Supplement to Amended and Restated Depository Agreement have been duly authorized, executed and delivered by the Trustee and constitute, together with the Depository Agreement, valid, legal and binding obligations of the Trustee, enforceable in accordance with their respective terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity), (c) as the exculpation provisions and rights to indemnification thereunder may be limited by federal and state securities laws and public policy considerations and (d) as the waiver of rights and defenses contained in the Supplemental Indenture, the Continuing Disclosure Agreement and the Fourteenth Thirteenth Supplement to Amended and Restated Depository Agreement may be limited by applicable law;

Opinion of Trustee’s Counsel. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer, Bond Counsel, and the Underwriters, to the effect that: A. the Trustee is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise of fiduciary powers; B. the Trustee has full right, power, and authority to enter into the Indenture, the Supplemental IndentureIndentures, the Continuing Disclosure Agreement and the Fourteenth 2021 A/B Supplement to Amended and Restated Depository Agreement and to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by the Trust Indenture, the Continuing Disclosure Agreement and the Depository Agreement; and C. the Indenture, the Supplemental IndentureIndentures, the Continuing Disclosure Agreement and the Fourteenth 2021 A/B Supplement to Amended and Restated Depository Agreement have been duly authorized, executed and delivered by the Trustee and constitute, together with the Depository Agreement, valid, legal and binding obligations of the Trustee, enforceable in accordance with their respective terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity), (c) as the exculpation provisions and rights to indemnification thereunder may be limited by federal and state securities laws and public policy considerations and (d) as the waiver of rights and defenses contained in the Supplemental IndentureIndentures, the Continuing Disclosure Agreement and the Fourteenth 2021 A/B Supplement to Amended and Restated Depository Agreement may be limited by applicable law;