(v) Neither the authentication and delivery of the Underwritten Notes nor the execution, delivery or performance of the Basic Documents to which the Indenture Trustee is a party conflict with, result in a breach or violation of, or constitute a default under, any term or provision of the articles of association or by-laws of the Indenture Trustee, any term or provision of any agreement, contract, instrument or indenture of any nature whatsoever, known to such counsel, without independent investigation, to which the Indenture Trustee is a party or by which it is bound, or, to the best of such counsels knowledge, without independent investigation, any order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Indenture Trustee, or result in the creation or imposition of any lien, charge or encumbrance upon the collateral or the trust estate established pursuant to the Indenture.
(vi) The execution, delivery and performance by the Indenture Trustee of the Basic Documents to which it is a party will not violate any provisions of any law or regulation governing the banking and trust powers of the Indenture Trustee. Such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency having jurisdiction over and regulating the activities of the Indenture Trustee.
(6) The favorable opinion, dated as of the Closing Date, of Richards, Layton & Finger, P.A., counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters (and addressed to each Underwriter), to the effect that:
(i) Wells Fargo Delaware Trust Company, N.A. (Wells Fargo) is validly existing as a national banking association with trust powers under the federal laws of the United States of America.
(ii) Wells Fargo has the corporate power and authority to execute, deliver and perform the Trust Agreement and to consummate the transactions contemplated thereby.
(iii) The Trust Agreement has been duly authorized, executed and delivered by Wells Fargo.
(iv) Neither the execution, delivery and performance by Wells Fargo of the Trust Agreement, nor the consummation of the transactions contemplated thereby by Wells Fargo, nor compliance with the terms thereof, is in violation of Wells Fargos articles of association or by-laws or of the laws of the State of Delaware or of the federal laws of the United States of America governing the trust powers of Wells Fargo.