Common use of Opinion of Counsel to Qualified Borrower Clause in Contracts

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 counsel to prepare and deliver such legal opinion to Administrative Agent for the benefit of Lenders;

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 jurisdiction of its formation; (ii) the subject Note, and, if applicable, the Application and Agreement for Letter of Credit, Qualified Borrower Note has been duly authorized, executed and delivered by the Qualified Borrower; (iii) the subject Qualified Borrower 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 Qualified Borrower 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 Managing Membership law or applicable law governing such entity, of the state jurisdiction 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 counsel to prepare and deliver such legal opinion to Administrative Agent for the benefit of Lenders;.

Opinion of Counsel to Qualified Borrower. Administrative The Agent shall have received a favorable opinion of counsel for the such Qualified Borrower, in form and substance satisfactory to Administrative Agent and addressed to Administrative the Agent, that: to the effect that (i1) the such Qualified Borrower is duly organized and validly existing under the laws of the state of its formation; formation and is qualified or licensed to do business in each jurisdiction where the nature of its business in which it is engaged makes such qualification or licensing necessary, (ii2) the subject Note, and, if applicable, the Application and Agreement for Letter Note of Credit, such Qualified Borrower has been duly authorized, executed and delivered by the such Qualified Borrower; , (iii3) the subject Note and, if applicable, the Application and Agreement for Letter of Credit, such Qualified Borrower is a valid and binding obligation and agreement of such Qualified Borrower, enforceable enforce able in accordance with its terms, except to the extent that it the same 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 benefits intended to be provided thereby except for the economic consequences of any procedural delay which may result therefrom; and , (iv4) neither the execution nor or delivery by such Qualified Borrower of the subject Note, and, if applicable, the Application and Agreement for Letter Note of Creditsuch Qualified Borrower, the performance by such Qualified Borrower of its obligations thereunder, nor the compliance by such Qualified Borrower with the terms and provisions thereof, will: will (A) contravene any provision of the general corporate law, or, if such Qualified Borrower is a partnership partner ship or another type of entity, the general partnership law or applicable law governing such entity, of the state 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 such 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 such 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 such Qualified Borrower; , (B) contravene any judgment, decree, license, order or permit applicable to such Qualified Borrower; , or (C) violate any provision of the organizational documents Organizational Documents of such Qualified Borrower; (5) there are no legal or governmental actions, suits, proceedings or investigations, pending or threatened, to which such Qualified Borrower is, or is threatened to be made, a party and wherein an unfavorable decision, ruling or finding would materially adversely affect the financial condition of such Qualified Borrower or adversely affect the validity or enforceability of any of the Loan Documents or the transactions contemplated therein, (6) no consent or approval of, or other action by or filing with, any court or administrative or governmental body which has not been obtained, taken or made is required for such Qualified Borrower to consummate the Borrowing and the transactions provided for in the Loan Documents; and (7) (i) the assets of such Qualified Borrower do not constitute assets of any employee benefit plan for purposes of ERISA or the Internal Revenue Code (by reason of the Qualified Borrowers status as either a VCOC or a REOC or otherwise) and (ii) the contemplated transactions will not constitute a nonexempt prohibited transaction (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) that could subject the Agent or the Lenders to any tax or penalty on prohibited transactions imposed under Section 4975 of the Code or Section 502(i) of ERISA). Each Qualified Borrower hereby directs its counsel to prepare and deliver such legal opinion to Administrative Agent for the benefit of the Lenders;.

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 jurisdiction of its formation; (ii) the subject Note, and, if applicable, the Application and Agreement for Letter of Credit, Qualified Borrower Note has been duly authorized, executed and delivered by the Qualified Borrower; (iii) the subject Qualified Borrower 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 Qualified Borrower 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 Managing Membership law or applicable law governing such entity, of the state jurisdiction 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 counsel to prepare and deliver such legal opinion to Administrative Agent for the benefit of Lenders;. Revolving Credit Agreement Acadia Strategic Opportunity Fund III LLC