Common use of Licensing/Qualification Clause in Contracts

Licensing/Qualification. Under the law of the Borrower's Country, neither the Lender nor Eximbank will, by reason of their entering into the Borrower Documents and performing their obligations and enforcing their rights thereunder: (i) be required to be qualified, licensed or otherwise entitled to do business in the Borrower's Country, or be required to comply with any requirement as to foreign registration or qualification in the Borrower's Country; (ii) be subject to taxation in the Borrower's Country; or (iii) be required to make any filing with any court or other governmental authority in the Borrower's Country prior to any enforcement of any of the Borrower Documents or performance of any of the transactions contemplated by the Borrower Documents. FORM OF OPINION OF GUARANTOR'S COUNSEL A-5 (CA) Annex D We have been and are acting as counsel for _______________ ("Guarantor"). You have requested our opinion as to certain matters concerning the Credit Agreement (the "Agreement") dated as of _______________, among the Borrower, _______________, as Lender, Guarantor and the Export-Import Bank of the United States. Terms not otherwise defined in this opinion shall have the meanings assigned to them in the Agreement. In connection with this opinion, we have reviewed such matters of law, and have examined originals, or copies identified to our satisfaction, of such agreements, corporate records, public records, communications of public officials and other documents and instruments, as we have considered necessary or appropriate. Based upon the foregoing we are of the opinion that: