PROVISIONS OF, OR CONSTITUTES A DEFAULT
UNDER, OR RESULTS IN A VIOLATION OF, THE CHARTER OR BY-LAWS OF THE TRUST
COMPANY, ANY LAW OF THE STATE OF DELAWARE OR ANY FEDERAL LAW OF THE UNITED
STATES OF AMERICA GOVERNING THE BANKING AND TRUST POWERS OF THE TRUST COMPANY
OR, TO THE BEST KNOWLEDGE OF SUCH COUNSEL, ANY AGREEMENT, INDENTURE, INSTRUMENT,
ORDER, JUDGMENT OR DECREE TO WHICH THE TRUST COMPANY, THE TRUST OR ANY OF THEIR
RESPECTIVE PROPERTIES IS SUBJECT;
(VIII)
TO THE EXTENT THAT ARTICLE 9 OF THE DELAWARE
UNIFORM COMMERCIAL CODE IS APPLICABLE (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES), AND ASSUMING THAT THE SECURITY INTEREST IN THE TRUST'S RIGHTS IN
THE CONTRACTS AND THE PROCEEDS THEREOF THAT MAY BE PERFECTED UNDER THE UCC
SOLELY BY THE FILING OF A FINANCING STATEMENT WITH THE SECRETARY OF STATE OF
DELAWARE (THE "TRUST COLLATERAL"), HAS BEEN DULY CREATED AND HAS ATTACHED, UPON
THE FILING OF THE TRUST FINANCING STATEMENT WITH THE SECRETARY OF STATE OF
DELAWARE, THE INDENTURE TRUSTEE WILL HAVE A PERFECTED SECURITY INTEREST IN ALL
RIGHT, TITLE AND INTEREST OF THE TRUST IN THE TRUST COLLATERAL;
(IX)
UNDER 12 DEL. C. § 3805(B), NO CREDITOR OF
THE CERTIFICATEHOLDER (INCLUDING CREDITORS OF THE TRUST DEPOSITOR, AS THE
CERTIFICATEHOLDER) SHALL HAVE ANY RIGHT TO OBTAIN POSSESSION OF, OR OTHERWISE
EXERCISE LEGAL OR EQUITABLE REMEDIES WITH RESPECT TO, THE PROPERTY OF THE TRUST;
AND
(X)
THE CERTIFICATE HAS BEEN DULY AUTHORIZED,
EXECUTED AND AUTHENTICATED BY THE OWNER TRUSTEE ON BEHALF OF THE TRUST AND, WHEN
THE CERTIFICATE HAS BEEN ISSUED AND DELIVERED IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE TRUST DEPOSITOR,
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THE CERTIFICATE WILL BE VALIDLY ISSUED AND ENTITLED TO THE BENEFITS OF THE TRUST
AGREEMENT.
(I)
THE UNDERWRITERS SHALL HAVE RECEIVED AN OPINION ADDRESSED TO THE
UNDERWRITERS AND THE TRUST DEPOSITOR OF CHAPMAN AND CUTLER LLP, COUNSEL TO THE
BANK OF NEW YORK TRUST COMPANY, N.A. (THE "BANK"), DATED THE CLOSING DATE AND
SATISFACTORY IN FORM AND SUBSTANCE TO THE UNDERWRITERS, TO THE EFFECT THAT:
(I)
THE BANK IS DULY ORGANIZED AND VALIDLY
EXISTING AS A NATIONAL BANKING ASSOCIATION UNDER THE LAWS OF THE UNITED STATES
OF AMERICA;
(II)
THE BANK HAS THE FULL CORPORATE POWER TO
ACCEPT THE OFFICE OF INDENTURE TRUSTEE UNDER THE INDENTURE AND TO ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER THE INDENTURE AND THE SALE AND SERVICING
AGREEMENT;
(III)
THE EXECUTION AND DELIVERY OF THE INDENTURE,
THE SALE AND SERVICING AGREEMENT AND THE PERFORMANCE BY THE BANK OF ITS
OBLIGATIONS UNDER THE INDENTURE AND THE SALE AND SERVICING AGREEMENT HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION OF THE BANK AND EACH HAS BEEN
DULY EXECUTED AND DELIVERED BY THE BANK;
(IV)
THE INDENTURE AND THE SALE AND SERVICING
AGREEMENT CONSTITUTE VALID AND BINDING OBLIGATIONS OF THE BANK ENFORCEABLE
AGAINST THE BANK IN ACCORDANCE WITH THEIR TERMS UNDER THE LAWS OF THE STATE OF
ILLINOIS AND THE FEDERAL LAW OF THE UNITED STATES;
(V)
THE EXECUTION AND DELIVERY BY THE BANK OF
THE