Opinion of Counsel to Qualified Borrower. Administrative Agent shall have received a favorable opinion of counsel for the Qualified Borrower, in form and substance reasonably satisfactory to Administrative Agent and addressed to Administrative Agent for the benefit of Secured Parties. Each Qualified Borrower hereby directs its counsel to prepare and deliver such legal opinion to Administrative Agent for the benefit of Secured Parties;
Opinion of Counsel to Qualified Borrower. Administrative Agent shall have received a favorable opinion of counsel for the Qualified Borrower, in form and substance satisfactory to Administrative Agent and addressed to Administrative Agent, that: (i) the Qualified Borrower is duly organized and validly existing under the laws of the state of its formation; (ii) the subject Note, and, if applicable, the Application and Agreement for Letter of Credit, has been duly authorized, executed and delivered by the Qualified Borrower; (iii) the subject Note and, if applicable, the Application and Agreement for Letter of Credit, is a valid and binding obligation and agreement of such Qualified Borrower, enforceable in accordance with its terms, except to the extent that it may be limited by bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally, by general equitable principles, or by applicable laws or judicial decisions which may qualify or limit certain rights, remedies or provisions contained therein but which, in the opinion of such counsel, will not materially interfere with the practical realization of the security intended to be provided thereby except for the economic consequences of any procedural delay which may result therefrom; and (iv) neither the execution nor delivery by Qualified Borrower of the subject Note, and, if applicable, the Application and Agreement for Letter of Credit, the performance by such Qualified Borrower of its obligations thereunder, nor the compliance by Qualified Borrower with the terms and provisions thereof, will: (A) contravene any provision of the general corporate law, or, if Qualified Borrower is a partnership or another type of entity, the general partnership law or applicable law governing such entity, of the state of formation of such Qualified Borrower, or the laws, statutes, rules or regulations of the State of New York or the United States of America to which Qualified Borrower is subject, or conflict with, or result in any breach of, any material agreement, mortgage, indenture, deed of trust or other instrument known to counsel to which Qualified Borrower or its properties may be subject, or result in the creation of any mortgage, lien, pledge or encumbrance in respect of any properties of Qualified Borrower; (B) contravene any judgment, decree, license, order or permit applicable to Qualified Borrower; or (C) violate any provision of the organizational documents of Qualified Borrower. Each Qualified Borrower hereby directs its ...
Opinion of Counsel to Qualified Borrower. The Administrative Agent shall have received a favorable opinion of counsel to such Qualified Borrower, in form and substance reasonably satisfactory to the Administrative Agent; USActive 58236919.3 -82-
Opinion of Counsel to Qualified Borrower. The Agent shall have received a favorable opinion of counsel (such counsel to be reasonably satisfactory to the Agent) for such Qualified Borrower, in form and substance satisfactory to Agent and ad dressed to the Agent, to the same effect as the opinions required by Sections 6.3(a)(v)(1), (5) and (7).
