Opinion(s) of Counsel. The Administrative Agent shall have received a favorable opinion of counsel to the Borrower addressed to the Administrative Agent and the [[Organization A:Organization]] with respect to the Borrower and the Loan Documents, reasonably satisfactory in form and substance to the Administrative Agent.

The Executive expressly warrants and agrees Executive # has been supplied with and has read the Agreement; and # has been advised by [[Organization A:Organization]], if Executive so desires, to discuss the terms of this Agreement with his/her own legal counsel or anyone else he or she chooses. The Executive further warrants and agrees that Executive fully understands the contents and effect of this document, approves, and voluntarily accepts the terms and provisions of the Agreement.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Independent Legal Counsel. Executive is advised and encouraged to consult with an attorney before signing this Agreement. Executive acknowledges that, if he desired to consult an attorney, he had an adequate opportunity to do so.

Opinion. The Administrator shall have received a favorable opinion, addressed to the Administrator, each Purchaser Agent and each Purchaser, in form and substance reasonably satisfactory to the Administrator, from counsel for the Seller and the Servicer covering such matters as the Administrator may reasonably request, including, without limitation, certain due authorization, no conflicts and New York enforceability matters.

OPINION OF COUNSEL FOR BORROWER OR A LEGAL VICE PRESIDENT OF [[Organization A:Organization]] COMPANY OF NEW YORK, INC.

Exhibit # Form of Legal Counsel Opinion

Legal Opinions. The Administrative Agent shall have received the executed legal opinion of # Davis Polk & Wardwell LLP, New York counsel to the Company, substantially in the form of Exhibit E-11] and # in-house counsel to the Company, substantially in the form of Exhibit E-22].

“Opinion of Counsel” shall mean a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. The counsel may be an employee of or counsel to Holdings or the Borrower or the Administrative Agent.

a legal opinion of Company Counsel, including, without limitation, a negative assurance letter, in the form and substance reasonably satisfactory to the Purchasers;