Common use of Certificate and Opinion as to Conditions Precedent Clause in Contracts

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and (c) such other opinions and certificates as may be required by applicable provisions of this Indenture or an applicable supplemental indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such section does not conflict with the terms of the Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (ia) an An Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;satisfied; and (iib) an An Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andsatisfied. Notwithstanding the foregoing, no such Opinion shall be given with respect to the delivery of the Initial Notes.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such that counsel, all such those conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 11.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuers or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Issuers or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Issuers or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05 below) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof11.05 below) stating that, in the opinion of such counsel, all such conditions precedent and covenants precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuers or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Issuers or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Issuers or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Company to the Trustee to take any action under this IndentureSupplemental Indenture (except in connection with the original issuance of Notes on the Issue Date), the Company shall furnish to the Trustee: (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof11.03) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Supplemental Indenture relating to the proposed action have been complied with;satisfied; and (ii) to the extent required under Section 314 of the Trust Indenture Act, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof11.03) stating that, in the opinion of such counselcounsel (who may rely on such Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been complied with; andsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof13.05 below) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof13.05 below) stating that, in the opinion of such counsel, all such conditions precedent and covenants precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (other than in the case of the initial issuance under this Indenture, in which case no such opinion shall be required) in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantors to the Trustee to take any action under this Indenture, the Company shall or the Guarantors shall, if requested by the Trustee, furnish to the Trustee: (i) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and. Notwithstanding the foregoing, no such Opinion of Counsel shall be required in connection with the issuance of the Initial Securities.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall will furnish to the TrusteeTrustee and the Trustee may rely upon, as conclusive evidence: (i) an Officers’ ' Certificate (which shall will include the statements set forth in Section 12.05 14.08 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii) an Opinion of Counsel (which shall will include the statements set forth in Section 12.05 14.08 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Guarantor, as the case may be: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the TrusteeTrustee upon request: (i1) an Officers’ Certificate (which shall include ' Certificate, in form and substance reasonably satisfactory to the statements set forth in Section 12.05 hereof) Trustee, stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii2) an Opinion of Counsel (which shall include in form and substance reasonably satisfactory to the statements set forth in Section 12.05 hereof) Trustee stating that, in the opinion of such counsel, all such conditions precedent and covenants precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (3) where applicable, a certificate or opinion by an independent certified public accountant reasonably satisfactory to the Trustee that complies with TIA Section 314(c).

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee and/or the Collateral Trustee to take any action under this Indenture, the Notes or the Collateral Documents, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (i1) an Officers’ Officer’s Certificate in form and substance reasonably satisfactory to the Trustee and the Collateral Trustee, as applicable (which shall include the statements set forth in Section 12.05 hereof13.04) stating that, in the opinion of the signerssigner(s), all conditions precedent and covenants, if any, provided for in this Indenture or the Collateral Documents relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and the Collateral Trustee, as applicable (which shall include the statements set forth in Section 12.05 hereof13.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 13.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and (c) such other opinions and certificates as may be required by applicable provisions of this Indenture or an applicable supplemental indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, including the execution of an indenture supplemental hereto, the Company shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;with and stating that such proposed action is authorized under and complies with the terms of this Indenture; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants provided for in this Indenture relating to the proposed action have been complied with; andwith and stating that such proposed action is authorized under and complies with the terms of this Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such section does not conflict with the terms of the Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (other than in the case of the initial issuance under this Indenture, in which case no such opinion shall be required) in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Partnership or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Partnership or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Partnership or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Company shall furnish to the TrusteeTrustee upon request: (ia) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof12.5) stating to the effect that, in the opinion of the signer or signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;satisfied; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof12.5) stating to the effect that, in the opinion of such counsel, all such conditions precedent and covenants covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; andsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Issuer or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Issuer or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants provided for in this Indenture relating to the proposed action have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such Section does not conflict with the terms of the Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Officer’s Certificate (which shall must include the statements set forth in Section 12.05 12.03 hereof) stating that, in the opinion of the signerssigner, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel Counsel, subject to customary assumptions and exclusions (which shall must include the statements set forth in Section 12.05 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signerssigner(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andprovided that no Opinion of Counsel pursuant to this Section 12.04 shall be required in connection with the authentication of Notes on the Issue Date.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 11.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel to the Trustee (which shall include the statements set forth in Section 12.05 11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company and/or any Guarantors to the Trustee to take any action under this Indenture, the Company and/or such Guarantor as the case may be shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;satisfied; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:Trustee (except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished): (ia) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signerssigners (who may rely upon an Opinion of Counsel as to matters of law), all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon an Officer’s Certificate as to matters of fact), all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall furnish to the Trustee: (i) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this the Indenture relating to the proposed action have been complied with;; and (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and. Notwithstanding the foregoing, no such Opinion of Counsel shall be required in connection with the issuance of the Series A Notes pursuant to the Original Offering.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such that counsel, all such those conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 10.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and. Notwithstanding the foregoing, no such Opinion of Counsel shall be required in connection with the issuance of the Securities on the Initial Issue Date.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Partnership or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Partnership or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Partnership or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ Certificate (which shall must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and, provided that an issuer of an Opinion of Counsel may rely as to matter of fact on an Officers’ Certificate or a certificate of a public official.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Company shall furnish to the TrusteeTrustee upon request: (ia) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof12.5) stating to the effect that, in the opinion of the signer or signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;satisfied; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof12.5) stating to the effect that, in the opinion of such counsel, all such conditions precedent and covenants covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; andsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such section does not conflict with the terms of this Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer to the Trustee to take any action under this Indenture, the Company Issuer shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such section does not conflict with the terms of the Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereofbelow) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereofbelow) stating that, in the opinion of such counsel, all such conditions precedent and covenants precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and.

Certificate and Opinion as to Conditions Precedent. ​ Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee:: ​ (i1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and ​ (ii2) an Opinion of Counsel (other than in the case of the initial issuance under this Indenture, in which case no such opinion shall be required) in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and. ​ ​

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Partnership or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Partnership or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Partnership or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.04) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof12.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such section does not conflict with the terms of this Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Officer's Certificate (which shall include the statements set forth in Section 12.05 hereof14.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof14.05) stating that, in the opinion of such counsel, all such conditions precedent and (including any covenants compliance with which constitutes a condition precedent) have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Issuer or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Issuer or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Partnership or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Partnership or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Partnership or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (ia) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof12.04) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof12.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee and/or the Collateral Agent to take any action under this IndentureIndenture or the other Note Documents, the Company shall furnish to the TrusteeTrustee and/or the Collateral Agent, as applicable: (i1) an Officers’ Officer’s Certificate in form and substance reasonably satisfactory to the Trustee and/or the Collateral Agent, as applicable, (which shall must include the statements set forth in Section 12.05 14.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture or the other Note Documents, as applicable, relating to the proposed action have been complied with;satisfied; and (ii2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and/or the Collateral Agent, as applicable, (which shall must include the statements set forth in Section 12.05 14.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;satisfied (except with regard to an authentication order pursuant to Section 2.02(c) hereof, which shall require a certificate of two Officers); and (ii2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Subsidiary Guarantor, as the case may be: (i) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall shall-include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants provided for in this Indenture relating to the proposed action have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 11.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andand such other opinions and certificates as may be required by applicable provisions of this Indenture or an applicable supplemental indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof11.05) stating that, in the opinion of fof the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (ia) an An Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;satisfied; and (iib) an An Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; andsatisfied. Notwithstanding the foregoing, no such Opinion of Counsel shall be given with respect to the delivery of the Initial Notes.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and (iii) such other opinions and certificates as may be required by applicable provisions of this Indenture or an applicable supplemental indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such section does not conflict with the terms hereof.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Subordinated Debenture Trustee to take any action under this Indenture, the Company shall furnish to the Subordinated Debenture Trustee: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (i1) an Officers’ ' Certificate (which shall include in form and substance reasonably satisfactory to the statements set forth in Trustee and complying with Section 12.05 hereof) 11.05 stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include in form and substance reasonably satisfactory to the statements set forth in Trustee and complying with Section 12.05 hereof) 11.05 stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and. In furnishing such opinion, such counsel shall be permitted to rely on the Officers' Certificate required by clause (1) of this Section 11.04, on certificates of government agencies or authorities and on any other certificate, instrument or opinion delivered pursuant to the terms of this Indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ Certificate (which shall must include the statements set forth in Section 12.05 hereof12.04) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall must include the statements set forth in Section 12.05 hereof12.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and. Notwithstanding the foregoing, no such Opinion of Counsel shall be required with respect to the authentication and delivery of any Notes.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Company or such Subsidiary Guarantor, as the case may be: (i1) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (ii2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Partnership or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall Partnership or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the TrusteeTrustee at the expense of the Partnership or such Subsidiary Guarantor, as the case may be: (ia) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 12.05 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) a. an Officers’ Certificate (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; (ii) b. an Opinion of Counsel (which shall include the statements set forth in Section 12.05 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; and c. such other opinions and certificates as may be required by applicable provisions of this Indenture or an applicable supplemental indenture.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (ia) an Officers’ ' Certificate (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been complied with;; and (iib) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof10.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with; andwith and that any such action does not conflict with the terms hereof.