4.1 Debtor, if a corporation or partnership, shall cause to be delivered to Bank an unqualified written opinion of its counsel addressed to Bank, in form and substance satisfactory to Bank, that:
(a) Debtor is a validly organized, duly existing corporation or partnership under the laws of the state of its incorporation or organization, and that it is duly empowered to conduct its business operations where it does so;
(b) Debtor has been duly authorized to execute and deliver this Agreement and make the Loan (s) contemplated hereunder; and
(c) This Agreement, the Note (s) and all documents executed and delivered in connection herewith are valid, legal and binding obligations of Debtor, fully enforceable in accordance with their respective terms.
4.2 In all cases Debtor shall cause to be delivered to Bank a written opinion of its counsel addressed to Bank, in form and substance-satisfactory to Bank, confirming the accuracy of the Representations and Warranties by Debtor in Paragraph 10 below.