a legal opinion of Company Counsel, in the form and substance reasonably satisfactory to the Purchasers;

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. The TARGET Shareholders shall not transfer any or all of the BNOW SHARES pursuant to Rule 144, under the Securities Act , Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of the BNOW SHARES, without first providing BNOW with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the BNOW) to the effect that such transfer will be made in compliance with Rule 144, under the Securities Act, Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

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.

EXHIBIT # Opinion of Counsel for Borrower or a legal Vice President of

Section # Legal Opinion. At the Closing, Morgan, Lewis & Bockius, LLP, as counsel to Seller, shall deliver to Buyer a duly executed legal opinion in substantially the form of Exhibit D attached hereto.

Legal Opinions. The Administrative Agent shall have received a customary legal opinion of Latham & Watkins LLP, special counsel to the Loan Parties.