Common use of Foreign Subsidiary Opinion Clause in Contracts

Foreign Subsidiary Opinion. If such Loan is requested to be made to a Foreign Subsidiary Borrower incorporated in England or Germany, the Company shall deliver to the Administrative Agent on or prior to such date (i) an executed Foreign Subsidiary Opinion of counsel to such Foreign Subsidiary Borrower and (ii) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of such Foreign Subsidiary Borrower authorizing (1) the execution, delivery and performance of each Credit Document to which it is a party and (2) the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary of such Foreign Subsidiary Borrower as of the Closing Date, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. Each borrowing by any Borrower shall constitute a representation and warranty by the Company and such Borrower as of the date of such Loan that the conditions contained in this subsection 7.2 have been satisfied.