Common use of Certificates of the Company Clause in Contracts

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral in accordance with the terms hereof, [and, in the case of the Remaining Earnings, the Escrow Agreement] (i) all documents required by TIA Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The In addition to the request and Officers' Certificate required by Section 11.03(a), the Company shall will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral in accordance with pursuant to the terms hereof, [and, in the case of the Remaining Earnings, the Escrow Agreement] Security Documents: (i1) all documents required by TIA Section 314(d) and ); and (ii2) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral in accordance with pursuant to this Indenture or the terms hereofother Collateral Documents, [and, in the case of the Remaining Earnings, the Escrow Agreement] (i) all documents required by TIA Section 314(d) and (ii) an Opinion of CounselCounsel in the United States, which may be rendered by internal counsel to the Company, to the effect that that, subject to customary assumptions and exclusions, such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 7.1 and 7.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall will furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral in accordance with pursuant to the terms hereof, [and, in the case of the Remaining Earnings, the Escrow Agreement] Security Agreements: (i1) all documents required by TIA Section §314(d) and ); and (ii2) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that all of the conditions precedent under this Indenture and the TIA for the release of such accompanying documents constitute all Collateral have been satisfied, including without limitation, documents required by TIA Section §314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Prior to the effective time of the Merger, the Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral in accordance with pursuant to the terms hereofCollateral Agreements, [and, in the case of the Remaining Earnings, the Escrow Agreement] (i) all documents required by TIA Section 314(dss.314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(dss.314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. (a) The Company shall furnish to the Trustee and the Collateral Escrow Agent, prior to each proposed release of Pledged Collateral in accordance with the terms hereof, [and, in the case of the Remaining Earnings, pursuant to the Escrow Agreement] , (i) all documents required by TIA Section ss. 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section ss. 314(d). The Trustee and the Escrow Agent may, to the extent permitted by Sections 7.01 and 7.02 66 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral in accordance with pursuant to the terms hereof, [and, in the case of the Remaining Earnings, the Escrow Agreement] Collateral Documents (i) all documents required by TIA Section 314(d(S)314(d) and (ii) an Opinion of CounselCounsel in the United States, which may be rendered by internal counsel to the Company, to the effect that that, subject to customary assumptions and exclusions, such accompanying documents constitute all documents required by TIA Section 314(d(S)314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall will furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of the Collateral in accordance with pursuant to the terms hereofCollateral Agreement, [and, in the case other than a proposed release pursuant to Section 4(b) or (c) of the Remaining Earnings, the Escrow Collateral Agreement] : (i1) all documents required by TIA Section 314(d) and ); and (ii2) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.