Common use of Usury Qualification Clause in Contracts

Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York and the federal laws of the United States, and, without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) that may be applicable to the transactions contemplated by the Credit Documents. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions: 1. You are existing and in good standing in your jurisdiction of organization; 2. You have the corporate power or, if you are not a corporation, other requisite power (including, without limitation, under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under each of the Credit Documents to which you are a party, and each of the Credit Documents to which you are a party has been duly authorized by all necessary corporate or other action on your part and, to the extent you are a party, has been duly executed and duly delivered by you; 3. The Credit Documents to which you are a party constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions, and other limitations similar to those applicable to our letter); 4. You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Documents to which you are a party enforceable against you; 5. You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Documents against the Credit Parties; 6. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine (other than those of or on behalf of the Credit Parties); 7. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; 8. The conduct of the parties to the Credit Documents has complied with any requirement of good faith, fair dealing, and conscionability; 9. You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Credit Documents (the “Transactions”); 10. There are no agreements or understandings among the parties, written or oral (other than the Credit Documents), and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement or any of the other Credit Documents; 11. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue; 12. Other than with respect to our opinion in paragraph 6, that all parties to the Transactions will act in accordance with, and will refrain from taking any actions that are forbidden by, the terms and conditions of the Credit Documents. 13. None of the Credit Parties will in the future take any discretionary action (including a decision not to act) permitted under the Credit Documents that would result in a violation of law or constitute a breach or default under any court orders to which such entity may be subject; 14. The Credit Parties will in the future obtain all permits and governmental approvals required, and will in the future take all actions required, relevant to the consummation of the Transactions or performance of the Credit Documents; 15. Each natural person who is executing any Credit Document on behalf of any Credit Party has sufficient legal capacity to enter into such Credit Document, and we have no actual knowledge of any such incapacity; 16. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic and all relevant official public records to which each such certificate relates are accurate and complete; 17. No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System; and no proceeds of the Loans will be used for any purpose which would violate or be inconsistent with the terms of the Credit Agreement; 18. All information required to be disclosed in connection with any consent or approval by the Credit Parties’ respective board of directors, board of managers or manager, members as applicable, or their stockholders (or equivalent governing or ownership group) and all other information required to be disclosed in connection with any issue relevant to our opinions or any matter relevant to any legal issue covered by our opinions has been fully and fairly disclosed to all persons to whom it is required to be disclosed and no such disclosure contained any relevant error or omission; 19. Each person who has taken any action relevant to any of our opinions in the capacity of director, management committee member, or officer was duly elected to that director, management committee member, or officer position and held that position when such action was taken (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement and we note that we were involved in the drafting of the resolutions approving the execution, delivery and performance of the Credit Documents); 20. Each of the Credit Parties’ Organization Documents, all amendments to each such Organization Document, all resolutions adopted establishing classes or series of stock or limited liability company interests under such Organization Documents have been adopted in accordance with all applicable legal requirements (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement); 21. The transactions contemplated by the Credit Documents are directly or indirectly related to the business interests of each Credit Party thereto and the transactions were fair and reasonable to each such entity at the time each such transaction was authorized by such Credit Party, and the transactions were necessary or convenient to the conduct, promotion, or attainment of the business of the Credit Parties;

Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York and the federal laws of the United States, and, without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) that may be applicable to the transactions contemplated by the Credit Documents. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions: 1. You are existing and in good standing in your jurisdiction of organization; 2. You have the corporate power or, if you are not a corporation, other requisite power (including, without limitation, under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under each of the Credit Documents to which you are a party, and each of the Credit Documents to which you are a party has been duly authorized by all necessary corporate or other action on your part and, to the extent you are a party, has been duly executed and duly delivered by you; 3. The Credit Documents to which you are a party constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions, and other limitations similar to those applicable to our letter); 4. You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Documents to which you are a party enforceable against you; 5. You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Documents against the Credit PartiesBorrower; 6. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine (other than those of or on behalf of the Credit PartiesBorrower); 7. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; 8. The conduct of the parties to the Credit Documents has complied with any requirement of good faith, fair dealing, and conscionability; 9. You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Credit Documents (the “Transactions”); 10. There are no agreements or understandings among the parties, written or oral (other than the Credit Documents), and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement or any of the other Credit Documents; 11. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue; 12. Other than with respect to our opinion in paragraph 6, that all parties to the Transactions will act in accordance with, and will refrain from taking any actions that are forbidden by, the terms and conditions of the Credit Documents. 13. None of the Credit Parties will in the future take any discretionary action (including a decision not to act) permitted under the Credit Documents that would result in a violation of law or constitute a breach or default under any court orders to which such entity may be subject; 14. The Credit Parties will in the future obtain all permits and governmental approvals required, and will in the future take all actions required, relevant to the consummation of the Transactions or performance of the Credit Documents; 15. Each natural person who is executing any Credit Document on behalf of any Credit Party has sufficient legal capacity to enter into such Credit Document, and we have no actual knowledge of any such incapacity; 16. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic and all relevant official public records to which each such certificate relates are accurate and complete; 17. No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System; and no proceeds of the Loans will be used for any purpose which would violate or be inconsistent with the terms of the Credit Agreement; 18. All information required to be disclosed in connection with any consent or approval by the Credit Parties’ respective board of directors, board of managers or manager, members as applicable, or their stockholders (or equivalent governing or ownership group) and all other information required to be disclosed in connection with any issue relevant to our opinions or any matter relevant to any legal issue covered by our opinions has been fully and fairly disclosed to all persons to whom it is required to be disclosed and no such disclosure contained any relevant error or omission; 19. Each person who has taken any action relevant to any of our opinions in the capacity of director, management committee member, or officer was duly elected to that director, management committee member, or officer position and held that position when such action was taken (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement and we note that we were involved in the drafting of the resolutions approving the execution, delivery and performance of the Credit Documents); 20. Each of the Credit Parties’ Organization Documents, all amendments to each such Organization Document, all resolutions adopted establishing classes or series of stock or limited liability company interests under such Organization Documents have been adopted in accordance with all applicable legal requirements (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement); 21. The transactions contemplated by the Credit Documents are directly or indirectly related to the business interests of each Credit Party thereto and the transactions were fair and reasonable to each such entity at the time each such transaction was authorized by such Credit Party, and the transactions were necessary or convenient to the conduct, promotion, or attainment of the business of the Credit Parties;

Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York and the federal laws of the United StatesYork, and, without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) that may be applicable to the transactions contemplated by the Credit Documents. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions: 1. Each of the Credit Parties (i) has the requisite title and rights to any property involved in the transactions effected under the Credit Documents (herein called the "Transactions") including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof; 2. You are existing and in good standing in your jurisdiction of organization; 23. You have the corporate power or, if you are not a corporation, other requisite power (including, without limitation, under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under each of the Credit Documents to which you are a partyDocuments, and each of the Credit Documents to which you are a party has been duly authorized by all necessary corporate or other action on your part and, to the extent you are a party, has been duly executed and duly delivered by you; 34. The Credit Documents to which you are a party constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions, and other limitations similar to those applicable to our letter); 45. You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Documents to which you are a party enforceable against you; 56. You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Documents against the Credit Parties; 67. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine (other than those of or on behalf of the Credit Parties)genuine; 7. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; 8. The conduct of the parties to the Credit Documents has complied with any requirement of good faith, fair dealing, and conscionability; 9. You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Credit Documents (the “Transactions”); 10. There are no agreements or understandings among the parties, written or oral (other than the Credit Documents), and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement or any of the other Credit Documents; 11. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue; 12. Other than with respect to our opinion in paragraph 6, that all parties to the Transactions will act in accordance with, and will refrain from taking any actions that are forbidden by, the terms and conditions of the Credit Documents. 13. None of the Credit Parties will in the future take any discretionary action (including a decision not to act) permitted under the Credit Documents that would result in a violation of law or constitute a breach or default under any court orders to which such entity may be subject; 14. The Credit Parties will in the future obtain all permits and governmental approvals required, and will in the future take all actions required, relevant to the consummation of the Transactions or performance of the Credit Documents; 15. Each natural person who is executing any Credit Document on behalf of any Credit Party has sufficient legal capacity to enter into such Credit Document, and we have no actual knowledge of any such incapacity; 16. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic and all relevant official public records to which each such certificate relates are accurate and complete; 17. No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System; and no proceeds of the Loans will be used for any purpose which would violate or be inconsistent with the terms of the Credit Agreement; 18. All information required to be disclosed in connection with any consent or approval by the Credit Parties’ respective board of directors, board of managers or manager, members as applicable, or their stockholders (or equivalent governing or ownership group) and all other information required to be disclosed in connection with any issue relevant to our opinions or any matter relevant to any legal issue covered by our opinions has been fully and fairly disclosed to all persons to whom it is required to be disclosed and no such disclosure contained any relevant error or omission; 19. Each person who has taken any action relevant to any of our opinions in the capacity of director, management committee member, or officer was duly elected to that director, management committee member, or officer position and held that position when such action was taken (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement and we note that we were involved in the drafting of the resolutions approving the execution, delivery and performance of the Credit Documents); 20. Each of the Credit Parties’ Organization Documents, all amendments to each such Organization Document, all resolutions adopted establishing classes or series of stock or limited liability company interests under such Organization Documents have been adopted in accordance with all applicable legal requirements (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement); 21. The transactions contemplated by the Credit Documents are directly or indirectly related to the business interests of each Credit Party thereto and the transactions were fair and reasonable to each such entity at the time each such transaction was authorized by such Credit Party, and the transactions were necessary or convenient to the conduct, promotion, or attainment of the business of the Credit Parties;

Usury Qualification. We express no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for for, other than the internal laws of the State of New York and the federal laws of the United States, and, without limiting the foregoing, we expressly disclaim any opinion opinions as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of federal preemption or otherwise) that which may be applicable to the transactions contemplated by the Credit Operative Documents. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions: 1. Each of the Credit Parties (i) has the requisite title and rights to any property involved in the transactions effected under the Operative Documents (herein called the “Transactions”) including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. 2. Each natural person who is executing any Operative Documents on behalf of any Credit Party has sufficient legal capacity to enter into such Operative Documents, and we have no actual knowledge of any such incapacity. 3. You are existing and in good standing in your jurisdiction of organization;. 24. You have the corporate full power or, if you are not a corporation, other requisite power and authority (including, including without limitation, limitation under the laws of your jurisdiction of organization) to execute, deliver and to perform your obligations under each of the Credit Operative Documents to which you are a party, and each of the Credit Operative Documents to which you are a party has been duly authorized by all necessary corporate or other action on your part and, to the extent you are a party, and has been duly executed and duly delivered by you; 3. The Credit Documents to which you are a party constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions, and other limitations similar to those applicable to our letter); 4. You have satisfied those legal requirements that are applicable to you to the extent necessary to make the Credit Documents to which you are a party enforceable against you;. 5. You have complied with all legal requirements pertaining to your status as such status relates to your rights to enforce the Credit Documents against the Credit Parties; 6. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, original and all signatures on each such document are genuine (other than those of or on behalf of the Credit Parties); 7. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; 8. The conduct of the parties to the Credit Documents has complied with any requirement of good faith, fair dealing, and conscionability; 9. You have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transactions effected under the Credit Documents (the “Transactions”); 10. There are no agreements or understandings among the parties, written or oral (other than the Credit Documents), and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement or any of the other Credit Documents; 11. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue; 12. Other than with respect to our opinion in paragraph 6, that all parties to the Transactions will act in accordance with, and will refrain from taking any actions that are forbidden by, the terms and conditions of the Credit Documentsgenuine. 13. None of the Credit Parties will in the future take any discretionary action (including a decision not to act) permitted under the Credit Documents that would result in a violation of law or constitute a breach or default under any court orders to which such entity may be subject; 14. The Credit Parties will in the future obtain all permits and governmental approvals required, and will in the future take all actions required, relevant to the consummation of the Transactions or performance of the Credit Documents; 15. Each natural person who is executing any Credit Document on behalf of any Credit Party has sufficient legal capacity to enter into such Credit Document, and we have no actual knowledge of any such incapacity; 166. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic and all relevant official public records to which each such certificate relates are accurate and complete;. 177. No Lender is subject to Regulation T There has not been any mutual mistake of the Board of Governors of the Federal Reserve System; and no proceeds of the Loans will be used for any purpose which would violate fact or be inconsistent with the terms of the Credit Agreement; 18. All information required to be disclosed in connection with any consent misunderstanding, fraud, duress or approval by the Credit Parties’ respective board of directors, board of managers or manager, members as applicable, or their stockholders (or equivalent governing or ownership group) and all other information required to be disclosed in connection with any issue relevant to our opinions or any matter relevant to any legal issue covered by our opinions has been fully and fairly disclosed to all persons to whom it is required to be disclosed and no such disclosure contained any relevant error or omission; 19. Each person who has taken any action relevant to any of our opinions in the capacity of director, management committee member, or officer was duly elected to that director, management committee member, or officer position and held that position when such action was taken (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement and we note that we were involved in the drafting of the resolutions approving the execution, delivery and performance of the Credit Documents); 20. Each of the Credit Parties’ Organization Documents, all amendments to each such Organization Document, all resolutions adopted establishing classes or series of stock or limited liability company interests under such Organization Documents have been adopted in accordance with all applicable legal requirements (except that this assumption is limited to those of the preceding items with respect to the adoption of which we did not have involvement); 21. The transactions contemplated by the Credit Documents are directly or indirectly related to the business interests of each Credit Party thereto and the transactions were fair and reasonable to each such entity at the time each such transaction was authorized by such Credit Party, and the transactions were necessary or convenient to the conduct, promotion, or attainment of the business of the Credit Parties;undue influence.