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7 The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and <br /> constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, <br /> except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, <br /> reorganization or other laws of equitable principles of general application, or of application to municipalities or political <br /> subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in <br /> appropriate cases <br /> 8 As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is <br /> pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the <br /> Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement, (b) questioning the <br /> authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the <br /> Property Schedule, or the payment of principal of or interest on, the Property Schedule, (c) questioning the constitutionality of <br /> any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule, <br /> or(d)affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule <br /> This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an <br /> opinion with respect to the Property Schedule <br /> Very truly yours, <br /> By <br /> Name <br /> Title <br /> Dated <br />